OTL Terms & Conditions of Sale

1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms:-

"Buyer" means the person whose order for Goods is accepted in writing by OTL or by the delivery of Goods to the Buyer

"Contract" means the contract for the sale and purchase of Goods, incorporating these terms and conditions

"Goods" means the goods which OTL is to supply in accordance with these Terms

"Insolvency Event" means any of the following:-

1.1.1. the Buyer offers to make any arrangement with its creditors or commits an act of bankruptcy; or

1.1.2. any petition in bankruptcy is presented against the Buyer; or

1.1.3. the Buyer convenes a meeting of creditors (whether formal or informal); or

1.1.4. the Buyer proposes to enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation provided prior authority in writing is obtained from OTL; or

1.1.5. the Buyer encumbers or in any way charges any of the Goods; or

1.1.6. the Buyer is unable to pay his debts within the meaning of Section 123 Insolvency Act 1986 or ceases to trade; or

1.1.7. being a limited company any resolution or petition for winding up (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed by you or presented against the Buyer; or

1.1.8. a receiver administrator administrative receiver or manager shall be appointed over the whole or any part of the business or assets of the Buyer; or

1.1.9. the Buyer shall suffer any analogous proceedings under foreign law

"Interest Date" means in respect of any monies due to OTL that date which is 30 days or more after the due date for payment

"OTL" means Overseas Trading Limited (Company Number: 4442532) whose registered office is at Unit 4 Knowstorpe Approach, Cross Green, Leeds, LS9 0DW

"Terms" means the standard terms of sale set out in this document

"working day” means any day (excluding Saturdays and Sundays) that UK clearing banks are open for business

1.2. Reference to a person includes reference to a company, a sole trader, partnership, or limited liability partnership

1.3. Headings are for ease of reference only and do not form part of any agreement between OTL and any other person

1.4. The singular includes the plural and vice versa

1.5. Reference to one gender includes reference to the other two

2. APPLICATION OF TERMS

2.1. The Terms apply to each Contract to the exclusion of all other terms and conditions

2.2. No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract

2.3. The Terms apply to all of OTL's sales. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of OTL which is not set out in the Contract. Nothing in the Terms shall exclude or limit OTL's liability for fraudulent misrepresentation

2.4. Each order or acceptance of a quotation for Goods by the Buyer from OTL shall be deemed to be an offer by the Buyer to buy goods subject to these Terms

2.5. No variation of these Terms shall be binding unless agreed in writing between an authorised representative of the Buyer and of OTL

3. ORDERS

3.1. No order submitted by the Buyer shall be deemed to be accepted by OTL unless confirmed in writing by OTL's authorised representative or unless the Goods are delivered to the Buyer in which event the Terms shall apply

3.2. All products are subject to availability

3.3. The Buyer shall be responsible to OTL for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving OTL any necessary information relating to the Goods within a sufficient time to enable OTL to perform the Contract in accordance with its terms

3.4. If the Goods are to be manufactured or any process is to be applied to the Goods by OTL in accordance with a specification submitted by the Buyer, the Buyer shall indemnify OTL against all loss, damages, costs and expenses awarded against or incurred by OTL in connection with, or paid or agreed to be paid by OTL in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from OTL's use of the Buyer's specification

3.5. No order which has been accepted by OTL may be cancelled or changed by the Buyer except with the agreement in writing of OTL

4. DESCRIPTION

The quantity and description of the Goods shall be as set out in OTL's quotation or acknowledgment of order

5. DELIVERY

5.1. Unless otherwise agreed in writing by OTL, delivery of the Goods shall be to the Buyer's place of business and effected by a carrier appointed by OTL. OTL's carrier cannot accept Goods for return without OTL's prior authority and appropriate evidencing documentation

5.2. Any claims for non-delivery of Goods, shortages or damaged goods must be notified in writing to OTL within three 3 days of the date of delivery

5.3. Any dates specified by OTL for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time

5.4. OTL shall not be liable for any direct, indirect or inconsequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by OTL's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 60 days

6. NON-DELIVERY

6.1. OTL shall not be liable for any non-delivery of Goods (even if caused by OTL's negligence) unless the Buyer gives written notice to OTL of the non-delivery within 44 hours of the time when the Goods would in the ordinary course of events have been received

6.2. Any liability of OTL for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice for such Goods

7. PRICE OF THE GOODS

7.1. The price of the Goods shall be the price set out in the Company’s price list published on the date of delivery or deemed delivery. All prices quoted are valid for 30 days only

7.2. OTL reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to OTL which is due to any factor beyond the control of OTL (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give OTL adequate information or instructions

7.3. The price is exclusive of value added tax. If applicable, the Buyer shall be liable to pay to OTL any value added tax payable in addition to the price, together with all costs or charges in relation to packaging, loading, unloading, carriage and insurance

8. TERMS OF PAYMENT

8.1. OTL shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the date on which an order is accepted by OTL. All invoice enquiries must be notified within three working days of receiving the invoice

8.2. The Buyer may not withhold payment of any invoice or other amount due to OTL by reason of any right of set-off or counter-claim which the Buyer may have or alleges to have or for any reason whatsoever

8.3. All payments payable to OTL under the Contract shall become due immediately on its termination despite any other provision

8.4. The price of the Goods shall be payable on the date of invoice. If any invoice is not paid within 30 days of the date of OTL's invoice, OTL shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. OTL shall inform the Buyer of the amount of the Buyer's credit limit and, if that credit limit is exceeded, all outstanding invoices will become immediately payable by the Buyer. Until the Buyer is informed of its credit limit by OTL, the Buyer shall make payment on a pro forma basis

8.5. If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to OTL, OTL may:-

8.5.1. cancel the relevant Contract and/or any other contract it may have with the Buyer or suspend any further deliveries to the Buyer;

8.5.2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other Contract between the Buyer and OTL) as OTL may think fit (notwithstanding any purported appropriation by the Buyer);

8.5.3. if any monies due to OTL are not paid within 30 days of the due date for payment interest shall be payable on the amount owing at whichever is the greater of the rate of 5% per annum or 4% over the base lending rate from time to time of HSBC from the due date for payment to the date of actual payment; and

8.5.4. if any monies due to OTL are not paid on the Interest Date then in addition to the interest payable in accordance with clause 8.3(3) an additional 1% per annum interest shall be payable on the amount owing on the Interest Date and on each date which is 30 days after the Interest Date Provided that interest shall not be payable at a rate greater than 30% per annum. Any interest payable shall be compounded on the Interest Date and at the end of each period of 30 days after the Interest Date

9. RETENTION OF TITLE

9.1. The Goods are at the risk of the Buyer from the time of delivery

9.2. Ownership of the Goods shall not pass to the Buyer until OTL has received in full (in cash or cleared funds) all sums due to it in respect of:

9.2.1. the Goods; and

9.2.2. all other sums which are or which become due to OTL from the Buyer on any account

9.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:-

9.3.1. hold the Goods on a fiduciary basis as bailee;

9.3.2. store the Goods (at no cost to OTL) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as OTL's property;

9.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

9.3.4. maintain the Goods in satisfactory condition and keep them insured on behalf of OTL for their full replacement value against all risks to the reasonable satisfaction of OTL. On request the Buyer shall produce the policy of insurance to OTL

9.4. The Buyer's right to possession of the Goods shall terminate immediately on the occurrence of an Insolvency Event

9.5. OTL shall be entitled to recover payment for the Goods notwithstanding that ownership of the Goods has not passed from OTL

9.6. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has been terminated, to recover them

10. WARRANTIES AND LIABILITY

10.1. Subject to the following provisions, OTL warrants that the Goods will correspond with their specification at the time of delivery

10.2. The above warranty is given by OTL subject to the following conditions:-

10.2.1. OTL shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to store properly or failure to follow OTL's instructions (whether oral or in writing and whether given before or after the date of a Contract), misuse or alteration or repair of the Goods;

10.2.2. OTL shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

10.2.3. the above warranty does not extend to parts, materials or equipment not manufactured by the seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to OTL

10.3. All other warranties, conditions or terms implied by statute or common law are excluded to the fullest extent by law

10.4. To be valid, any claim in respect of the Goods must be made within 12 months of the date of a Contract. Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to OTL in accordance with these Terms, OTL may replace the Goods (or the part in question) or, at OTL's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) in which case OTL shall have no further liability to the Buyer

10.5. Nothing in these Terms excludes or limits the liability of OTL;

10.5.1. for death or personal injury caused by OTL's negligence; or

10.5.2. under Section 2(3) Consumer Protection Act 1987 to the extent it applies to OTL; or

10.5.3. for any matter which it would be illegal for OTL to exclude or attempt to exclude its liability; or

10.5.4. for fraud or fraudulent misrepresentation

10.6. Subject to 10.3 and 10.5 above the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price

11. ASSIGNMENT

11.1. OTL may assign the Contract or any part of it to any person, firm or Company

11.2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of OTL

12. FORCE MAJEURE

OTL reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of OTL including, without limitation, any Act of God, war, riot, civil commotion, strike, lock-out, industrial action, fire, explosion, flood, tempest, sickness or non-availability of staff or subcontractors, burglary, malicious damage, weather conditions, transport failures, traffic congestion or acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind imposed by any governmental or parliamentary or local authority any delay or default on the part of any outside suppliers or third parties

13. EXPORT TERMS

13.1. Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 13 shall (subject to any special terms agreed in writing between the Buyer and OTL) apply notwithstanding any other provision of these Terms

13.2. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them

13.3. Unless otherwise agreed in writing between the Buyer and OTL, the Goods shall be delivered ex works and OTL shall be under no obligation to give notice under Section 32(3) of the Sale of Goods Act 1979

13.4. The Buyer shall be responsible for arranging for testing and inspection of the Goods at OTL's premises before shipment. OTL shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit

14. CANCELLATION

If an Insolvency Event occurs then OTL may cancel any Contract or suspend any further deliveries under any Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable

15. GENERAL

15.1. Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice

15.2. No waiver by OTL of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same by any other provision

15.3. The Buyer acknowledges that all copyright and other intellectual property rights in the name, brand and logo of OTL are the property of OTL

15.4. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected

15.5. The Contract shall be governed by English law and the Buyer agrees to submit to the exclusive jurisdiction of the courts of England

15.6. No term of the Contract shall be enforceable by any person that is not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999 save that an assignee of a Contract assigned by OTL shall be entitled to enforce that Contract

July 2024