Concrete Canvas Ltd’s Terms and Conditions of Sale can be found on this page.
CONCRETE CANVAS LTD TERMS AND CONDITIONS OF SALE
Concrete Canvas US, INC. 1350 Nasa Road One, 120,
Nassau Bay, Texas 77058.
Telephone : 832 864 2946
Email : [email protected]
Web : www.concretecanvas.us
THESE TERMS AND CONDITIONS OF SALE CONTAIN PROVISIONS RELATIVE
TO INDEMNITY, RELEASE, LIMITATION OF LIABILITY AND ALLOCATION OF
RISK.
1. Interpretation
1.1 Definitions:
Buyer means the person who buys or agrees to buy the Goods from the Seller.
Conditions means the terms and conditions of sale set out in this document as amended from time to time.
Contract means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.
Contract Documents means these Conditions, any document of the Seller attached to these Conditions (including Order Confirmation), and any other written communication of the Seller that incorporates these Conditions.
Delivery Date means the date specified by the Seller in the Order Confirmation when the Goods are to be delivered.
Goods means the goods which the Buyer agrees to buy from the Seller as set out in the Order.
Order means the Buyer’s order for the Goods as set out in the Buyer’s purchase order form, the Buyer’s written acceptance of the Seller’s quotation, or overleaf, as the case may be.
Order Confirmation means an order confirmation document sent by the Seller to the Buyer, agreeing to fulfil an Order and confirming the Order Number for the Goods.
Order Number means the number applied to an Order by the Seller on receipt of an Order.
Price means the price of the Goods excluding carriage, packing, insurance, import and export duties tariffs and charges and Transaction Taxes.
Published Price List means: the Seller’s published US Price list for the Goods.
Seller means Concrete Canvas US, Inc., a company incorporated under the laws of the State of Texas, USA).
Transaction Taxes means any state or federal sales or similar sales taxes due in connection with the sale transaction described by the Order.
Warehouse means the Seller’s designated US warehouse as specified in the Contract Documents.
1.2 Interpretation:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) words following the terms including, include, in particular, for example or any similar expression are illustrative only and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) a reference to writing or written includes email.
2. Contract Formation and Conflicts
2.1 These Conditions shall apply to the Contract to the exclusion of all other terms and conditions which the Buyer may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 All Orders are treated as an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
2.3 Orders are only deemed accepted when the Seller issues an Order Confirmation at which point the Contract comes into existence. The Seller is free to accept or reject Orders at its entire discretion.
2.4 The Seller shall assign an Order Number to each Order received from the Buyer. The Buyer shall refer to the Order Number in all subsequent correspondence relating to the Order.
2.5 If these Conditions are provided by Seller with a quotation, any Order issued by Buyer shall be solely governed by these Conditions, and these Conditions will exclusively govern the purchase of any Goods and the provision of any services under such Order, and any terms and conditions or similar documents issued by Buyer and purporting to apply to such transaction(s) are hereby rejected in their respective entireties and
shall be null and void. Without limiting the generality of the foregoing, to the extent that an Order or similar document issued by Buyer is purportedly governed in whole or part by terms and conditions other than as set forth in these Conditions and constitutes an “offer” or “counter-offer” under applicable law, such offer or counter-offer is rejected in its entirety.
In such event, these Conditions are intended to constitute a “counteroffer” under applicable law and Buyer’s issuance of such Purchase Order, payment, and/or willingness to buy such goods, are expressly conditioned on Buyer’s acceptance of these Conditions as the sole and exclusive terms and conditions governing the transaction(s) described therein. Buyer’s acceptance or picking up of any Goods, payment, or taking of any other steps reasonably calculated to facilitate the sale or delivery of Goods, under any such Order shall, without limitation, constitute acceptance of these Conditions with respect
thereto to the exclusion of all other terms and conditions.
2.6 Unless otherwise stated, quotations given are only valid for seven days from the date of issue. Quotations in currency other than US Dollars are based on the rate of exchange determined by the Seller at the time of quoting and unless otherwise stated in the quotation will be subject to revision up or down if any different rate of exchange is ruling at the date of Order acknowledgement is despatched.
2.7 No variation of these Conditions shall be binding on the Seller unless agreed in writing by the Seller.
3. Price and payment
3.1 The Price of the Goods shall be the Seller’s quoted price set out in the Order (if accepted by Seller) or, if no price is quoted, the price set out in the Seller’s Published Price List in force as at the date of delivery.
3.2 The Seller by giving notice to the Buyer at any time up to 7 days before delivery may increase the Price of the Goods to reflect any increase in the cost of the Goods which is due to:
(a) any factor occurring after the making of the Contract which is beyond the reasonable control of the Seller (including without limitation, foreign exchange fluctuations, increases in taxes and duties, increases in the cost of labour, materials and other manufacturing costs);
(b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered or any specification therefor; or
(c) any delay caused by instructions of the Buyer or failure of the Buyer or its agents to give the Seller adequate or accurate information or instructions.
provided that the Buyer may cancel the Contract by written notice to the Seller within 7 days of the date of any such notice from the Seller.
3.3 The Price:
(a) is exclusive of Transaction Taxes of any kind (whether federal, state, provincial, local or otherwise) which shall be due at the rate ruling at the date of the Seller’s tax invoice; and
(b) excludes the costs and charges of packing, insurance, transport, freight, import or export taxes, tariffs and duties; customs fees; and export licensing and other fees which may be invoiced to the Buyer in addition where the Seller agrees to incur any of the same on the Buyer’s behalf in the Contract.
3.3 The Buyer shall pay each invoice submitted by the Seller:
(a) in accordance with the payment terms agreed by the Seller and confirmed in writing to the Buyer in the Order Confirmation or, in the absence thereof, on the date of the Seller’s invoice; and
(b) in full and in cleared funds to the Seller’s designated bank account notified to the Buyer.
3.4 The Seller’s acceptance of an Order and its agreement to extend any period of credit for payment to the Buyer shall, unless otherwise stated in writing in the Contract, be conditional upon the amount of any such credit being secured by credit insurance and/or irrevocable letter of credit in a form, for a sum and on such other terms as the Seller may stipulate in the Order Confirmation. Unless otherwise stated in the Order Confirmation all costs and expenses associated with effecting of such security arrangements shall be for the Buyer’s sole account. The opening of a letter of credit or grant of other security shall not discharge the Buyer’s direct payment obligations to the Seller.
3.5 Time for payment shall be of the essence of the Contract. If the Buyer fails to pay the Seller’s invoice by the time due for payment Seller may treat such failure as a breach of condition and, without prejudice to any right or remedy, cancel the Contract in whole or in part as the Seller may in its discretion determine, without liability to the Buyer.
3.6 Without prejudice to paragraph 3.5 of these Conditions, interest on overdue invoices shall accrue for each month, or proportion of a month, on any outstanding sum at a rate which is the lesser of (a) 125 (one hundred and twenty-five) % of the prime interest rate quoted by Comerica in effect on the date of the Seller’s invoice; and (b) the maximum rate allowed by the laws of Texas from time to time.
3.7 If the Buyer fails to pay the Seller’s invoice by the due date then without prejudice to any of the Seller’s other rights the Seller may:
(a) Cancel the Contract in whole or in part;
(b) suspend or cancel deliveries of any Goods due to the Buyer; and/or
(c) appropriate any payment made by the Buyer to such of the Goods (or Goods supplied under any other contract with the Buyer) as the Seller in its sole discretion may think fit;
(d) cancel or adjust any existing credit terms extended to the Buyer under the Contract or any other contract between the Seller and the Buyer; and/or
(e) immediately repossess all or any part of the Goods in transit or in the custody or control of the Buyer pursuant to the Contract or any other contract between the Seller and the Buyer, at the sole risk and expense of the Buyer.
3.8 Payments shall be made in US Dollars unless otherwise agreed in writing by the Seller in the Contract.
3.9 All amounts due under the Contract shall be paid in full without set-off, counterclaim, deduction or withholding of any kind.
4. The Goods
4.1 The quantity and description of the Goods shall be as set out in the Order Confirmation.
4.2 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased in the Contract provided that: (a) such discrepancy in quantity shall not exceed 10% (ten per cent.); and (b) the Price shall be adjusted pro rata to the discrepancy.
4.3 The Seller reserves the right to alter or change the specification of the Goods within reasonable limits having regard to the type and nature of the Goods. Dimensions stated by the Seller are approximate unless the Buyer has set out in the Conditions that the dimensions should comply with precise tolerances.
5. Samples and Descriptions
5.1 The provision by the Seller of samples for analysis by the Buyer or the inspection of samples by the Buyer will not render any sale a sale by sample.
5.2 Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions, illustrations or photographs contained in the Seller’s catalogues, brochures or websites are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
6. Warranties and Liability
6.1 The Seller warrants that at the time of delivery:
(a) it will have good title to the Goods supplied;
(b) unless stated in the Contract, the Goods will be of the Seller’s standard quality free of manufacturing defects. Any Goods sold as ‘seconds’ or with other stated manufacturing imperfections are sold ‘as is’ without any warranty of any kind.
6.2 Provided: (a) the Buyer gives written notice to the Seller in accordance with the time periods set out in Section 8., that some or all of the Goods do not comply with the warranty in Section 6.1; and (b) the Seller or its agent is given a reasonable opportunity to examine the Goods; and (c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s Warehouse at the Seller’s cost; the Seller shall, at the Seller’s option and as Buyer’s sole and exclusive remedy therefor, repair or replace the defective Goods, or refund or give credit for all or part of the Price of the defective Goods (to reflect
the nature of the non-conformity) subject always to the provisions of Section 6.3. In no event shall the Seller be responsible for, or liable for the labour and other cost and expense associated with the removal or replacement of the Goods,
6.3 The Seller shall have no liability for the failure of the Goods to comply with the warranty in Section 6.1 if:
(a) the Seller makes any further use of the Goods after giving notice in accordance with Section 6.2;
(b) the defect arises because the Buyer or its agent, client, customer or any other person to whom the Goods have been supplied or resold failed to follow any of the Seller’s written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or improper site preparation;
(c) the Buyer or any person other than the Seller alters or repairs the Goods without the written consent of the Seller;
(d) the Goods are used in a composite structure;
(e) the defect or other alleged non-conformity results from earthquake, flood, tornadoes, tsunami or other natural catastrophe, or act of God, or exposure of the Goods to harmful chemicals, or excessive pressures or stresses from any source or
(f) the defect arises as a result of wilful damage, abuse by machinery, equipment or people, misuse or negligence of the Seller or any customer or reseller of the Seller or their respective employees, contractors and agents.
6.4 Except as provided in this section 6, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HERBY DISCLAIMED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE).
6.5 Any claim under the warranty in Section 6.1 is conditional upon the Seller having received payment in full for the Goods under the Contract to which the claim refers.
6.6 The warranty under the Contract is personal to the Buyer and is not assignable or transferable to any other person.
6.7 It is the Buyer’s sole responsibility to verify that the installation and use of the Goods at any location by the Buyer or any customer of the Buyer complies with the requirements of applicable law or regulation of the territory concerned.
6.8 The provisions of this Section 6 shall apply to any repaired or replacement Goods supplied by the Seller.
7. Delivery of the Goods
7.1 All Goods are sold Ex Works (Incoterms 2020) the Seller’s Warehouse. Delivery shall take place when the Seller makes the Goods available at the Warehouse to the Buyer or the Buyer’s agent on the delivery date. Unless otherwise stated in the Contract, the Buyer shall promptly make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
7.2 Where the Seller agrees in the Contract to make arrangements for the transportation of the Goods to the Buyer’s designated address on the Seller’s behalf, delivery and transfer of risk in the Goods shall still be deemed to take place at the Seller’s warehouse. The costs of carriage and insurance which the Buyer reasonably directs the Seller to incur shall be added to the Price and shall be due and payable with the Price. The carrier shall be deemed to act as the Buyer’s agent.
7.3 The Seller may deliver the Goods by separate instalments in accordance with the agreed delivery schedule. Each separate instalment shall be invoiced and paid for in accordance with the provisions of these Conditions. The failure of the Seller to deliver any one or more of the said instalments on the due date shall not entitle the Buyer to treat the contract as repudiated. The failure of the Buyer to pay for any one or more of the said instalments on the due date shall entitle the Seller (at the sole option of the Seller):
(a) without notice to suspend further deliveries of the Goods pending payment by the Buyer; and/or
(b) to treat the Contract as repudiated by the Buyer.
7.4 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all. Dates of delivery are approximate only and shall under no circumstances be essential terms of any contract. A delay in delivery including delivery later than the date or dates in the Seller’s written quotation shall not constitute a breach of contract and shall not entitle the Buyer to avoid the contract or to any other remedy unless the Seller has guaranteed the date of delivery in a written warranty which expressly modifies the provisions of the Conditions. In particular, the Seller is not responsible for any loss or damage or expense caused by delay in deliveries or failure to deliver as a result of strikes, lock outs, penalty clauses, fire, the elements, war, civil commotion, industrial disputes, pandemics and epidemics, shortages of material or fuel notwithstanding that the Seller has taken all reasonable steps to procure the same, shortage of labour, breakdown or partial failure of plant or machinery, late receipt of the Buyer’s specifications or other necessary information, acts, orders, or regulations of governments, decisions or directives of the government, delay on the part of any subcontractor or supplier or any cause whatsoever beyond the reasonable control of the Seller and in such circumstances, notwithstanding any warranty given by the Seller modifying the provisions herein the time for Delivery of the goods shall be extended for a reasonable period having regard to the cause of the delay.
7.5 When the Buyer is notified that the Goods are ready for collection, the Buyer shall promptly collect the Goods without delays and in any event prior to any Delivery Date specified in the Contract. If the Goods are not collected by the Buyer within three (3) days of being so notified the Seller may despatch the Goods itself at the Buyer’s expense and risk or store them at the expense and risk of the Buyer.
7.6 The Seller reserves the right to charge the Buyer any costs, charges or expenses incurred by the Seller as a result of vehicle or wagon detention or demurrage of ships in consequence of any act or omission of the Buyer, its servants or agents or as a result of special requirements or stipulations of the Buyer not provided for in the Contract.
7.7 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that the delivery shall be tendered at any time within three months of the Delivery Date.
8. Acceptance of the Goods
8.1 The Buyer shall inspect and test the Goods and shall within ten (10) days after receipt and before use or resale, (a) notify the Seller in writing of any discovery that some or all of the Goods supplied under the Contract do not comply with the warranty set out Section 6.1; and/or (b) notify the Seller in writing of any shortage in quantity delivered.
8.2 Entirely without prejudice to any other limitation or exclusion under these Conditions, any right to cancel, reject, or claim damages of any kind shall expire, and the Buyer shall lose and waives any right to rely upon or claim nonconformity of the Goods including breach of a warranty given on delivery under Section 6.1, unless the Buyer’s written and particularised claim is received by the Seller (a) for all claims other than those for latent defects within ten (10) days after receipt and before use or resale; or b) for a latent defect (that is any defect or damage which would not be apparent on a careful and reasonable test and examination of the Goods), within 10 days of the date that the non-conformity was or should have been discovered and in any event 90 days of the date of delivery.
8.3 If no such notices as are required to be given in this Section 8 are given by the expiry of the specified time periods, the Goods will be deemed to be in compliance with all warranties and in the correct quantities, and any claims made by Buyer with respect to the Goods after the expiration of such period will be null and void.
9. Title and Risk
9.1 The risk in the Goods shall pass to the Buyer at delivery as provided in Section 7. Buyer assumes all risk or loss of and damage to the Goods from the time they are collected by a carrier, and any claims for loss and damage occurring during carriage shall be made by Buyer directly to the carrier, including where carriage is arranged on the Buyer’s behalf by Seller.
9.2 Title to the Goods supplied under a Contract shall not pass from the Seller to the Buyer until the Seller receives payment of the Price in full in cleared funds for the Goods plus any applicable Transaction Taxes. The Buyer shall maintain all Goods which have been delivered but for which the Seller has not been paid in full in a separate location, marked by clear and prominent signage disclosing the Seller’s retained interest in the Goods.
9.3 Seller shall have and shall retain a purchase money security interest in the Goods and all proceeds thereof (the Collateral) until the Seller has received payment in full therefor. If the Buyer breaches the terms of the Contract, the Seller shall have all the rights and remedies of a secured creditor under the Uniform Commercial Code (UCC). The Buyer agrees to execute and deliver to the Seller, at the Seller’s request, UCC financing statements, continuation statements, and any and all other documents that the Seller may reasonably request, and shall take such other actions as may be required to assist the Seller in perfecting, recording and protecting the Seller’s security interest in the Collateral.
9.4 The Buyer shall not pledge or in any way charge by way of security for anyindebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatsoever owing by the Buyer to the Seller shall immediately become due and payable.
10. Remedies of the Buyer and Limitation of the Seller’s Liability
10.1 The restrictions on liability in this Section 10 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise.
10.2 Nothing in the Contract limits any liability for fraud, gross negligence, intentional acts, fraudulent misrepresentation or any other liability which cannot legally be limited or excluded under applicable law.
10.3 Subject to Section 10.2 THE SELLER’S TOTAL LIABILITY TO BUYER UNDER OR IN RELATION TO A CONTRACT, ITS PERFORMANCE AND NON-PERFORMANCE, SHALL NOT EXCEED THE PRICE OF THE GOODS COVERED BY THE APPLICABLE ORDER.
10.5 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SELLER SHALL HAVE NO LIABILITY FOR: LOSS OF PROFITS; LOSS OF SALES, BUSINESS OR REVENUE; LOSS OF CONTRACTS; LOSS OF OPPORTUNITY; LOSS OF ANTICIPATED SAVINGS; LOSS OF OR DAMAGE TO GOODWILL OR REPUTATION; AND ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS, DAMAGE AND/OR EXPENSE.
10.6 This Section 10 shall survive the expiration, fulfilment, or termination of the Contract for any reason.
11. Insolvency or other default of the Buyer
Seller may cancel the Contract and exercise any other right or remedy under the Contract, in whole or in part if: (a) the Buyer fails to make payment for the Goods in accordance with the Contract or commits any other breach thereof; (ii) the Buyer if insolvent;
(iii) the Buyer calls a meeting of its creditors, or makes an assignment for the benefit of its creditors; (iii) a receiver or trustee is appointed in respect of any of the Buyer’s property; (iv) any bankruptcy, insolvency, dissolution, liquidation or winding-up proceedings are commenced in relation to the Buyer; or (v) the Buyer seeks any protection or moratorium from creditors, In the alternative, the Seller may in its absolute discretion and without prejudice to any other rights which it may have: (a) suspend all future delivery of Goods to the Buyer and/or terminate the Contract without liability and its part; and/or exercise any of its rights pursuant to Section 3.6.
12. Lien, Set Off and Counter Claim
12.1 The Buyer may not withhold payment of any invoice or any amount due to the Seller by reason of any right to set off or counter claim which the Buyer may have or allege to have or for any reason whatever.
12.2 To the maximum extent permitted by law the Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid Price of all Goods sold to the Buyer by the Seller under any Contract.
13. No Reliance on Installation Guidance
Any installation advice provided verbally or outlined in technical literature provided by the Seller or any of its group companies is intended as a guide for information purposes only and is not intended to replace sound engineering practice and judgment and should not be relied upon for that purpose. The Seller makes no warranty of any kind, either expressed or implied, as to the accuracy, completeness or the contents of these guide specifications. The Seller assumes no liability with respect to the provision or use of these guide specifications, nor shall any legal relationship be created by, or arise from, the provision of such specifications. The Seller shall not be responsible under any legal theory to any third party for any direct, indirect or consequential damages of any kind, arising from the use of these guide specifications. The specifier, architect, engineer or design professional or contractor for a particular project bears the sole responsibility for the preparation and approval of the specifications and determining their suitability for a particular project or application.
14. Governing Law and Dispute Resolution
14.1 The construction, interpretation, and performance of the Contract, and any disputes arising hereunder, shall be determined in accordance with the laws of the State of Texas (but not including any of their conflicts-of-law principles or rules which would direct or refer to the laws of another jurisdiction). The state and federal courts situated in Houston, Harris County, Texas shall have exclusive jurisdiction of any disputes arising under or in relation to these Conditions, and the Parties consent to jurisdiction and venue in a court of competent jurisdiction in Harris County, Texas. These conditions and the
transactions governed hereby shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded.
14.2 In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to these Conditions or the breach thereof, the prevailing party shall be entitled to recover from the other party reasonable expenses, attorney’s fees, and costs.
15. General Provisions
15.1 Unless it expressly states otherwise, the Contract does not give rise to any rights to any person other than the Seller and the Buyer to enforce any term of the Contract.
15.2 Seller’s supply of Goods does not expressly, or by implication, grant Buyer any right or license under any patent, copyright or trade mark of the Seller. If the Goods, in the form delivered by the Seller, are held by a final decision of a court of competent jurisdiction in the USA to infringe a patent, the Buyer shall give the Seller prompt written notice thereof and the Seller, at its option and discretion, shall either procure for the Buyer the right to continue to use, and (where the Buyer is an authorised reseller) resell, the Goods within the USA; replace the infringing Goods with non-infringing Goods, or accept
a return of the infringing Goods for a refund of the Price paid by the Buyer. The foregoing states the entire liability of the Seller with regard to any claim of patent infringement.
15.3 Any notice required to be served pursuant to these Conditions shall be in writing and served either by: first class pre-paid mail; by hand; by commercial courier; or by email. Notice to the Seller must be sent to the Seller’s principal place of business as set out at the head of these Conditions or such other address as the Seller from time to time may notify to the Buyer, and notices to the Buyer must be given at the Buyer’s principal place of business. Any email address set out in the Order may be used for such purpose.
15.4 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under the Contract shall prejudice its rights to do so in the future.
15.5 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15.6 The Seller may assign, transfer, charge, mortgage, delegate, license or sub contract all or any part of its rights and obligations under the Contract without the Buyer’s consent.
15.7 The Buyer may not assign, transfer, charge, mortgage, delegate, license or sub contract all or any part of its rights and obligations under the Contract without the Seller’s consent.
15.8 The parties are independent contractors. The Contract shall not constitute an agency, joint venture or partnership of any kind.
15.9 The Buyer’s accept of the Contract Documents shall constitute the Buyer’s representation and warranty that it has obtained all necessary approvals, licenses and permits required from any governmental authority in the USA with respect to the use or resale of the Goods within the USA.
15.10 All Goods purchased are for the Buyer’s sole use unless the Buyer is separately authorised in the Contract to resell the Goods. Any such resale authorisation shall be subject to such separate terms and conditions as are stipulated by the Seller therein. Unless otherwise agreed in writing, all Goods supplied are for use and resale within the USA only and may not be exported, and are not authorised for resale or supply, to any location outside of the USA.
15.11 The Seller may cancel the Contract at any time before the Goods are delivered by giving written notice to the Buyer. On giving written notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
15.12 The Seller shall not be in breach of the Contract nor liable for any delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from any event, circumstance or cause beyond the Seller’s reasonable control including any flood, fire, earthquake, interruption to power or other utilities, epidemic, pandemic, war, act of terrorism, civil disturbance, government curfew or labour disputes (not being one related only to the Seller’s employees). In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
15.11 All headings are for ease of reference only and shall not affect the construction of these Conditions.
15.13 Any provision in the Contract which is or may be void, illegal or unenforceable shall to the extent of such invalidity, illegality or unenforceability be deemed to be severed and deleted but that shall not affect the validity and enforceability of any other provision of the Contract.
