7.1 The Buyer shall inspect the Goods on delivery and shall within 3 days of delivery notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods
7.2 The Seller shall be under no obligation to take back any materials, which have been cut to the Buyer’s specific requirements. The buyer will be charged 25% of invoice value for any materials returned in this way.
7.3 After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the Contract.
7.4 No Goods delivered to the Buyer, which are in accordance with the contract, will be accepted for return without the prior approval of the Seller (in accordance with the Seller’s returns authorisation procedure and) on terms to be determined at the absolute discretion of the Seller.
8 Title and risk
8.1 The Goods shall be at the Buyer’s risk as from delivery.
8.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.2:1 the buyer shall have paid the Price plus VAT in full; and
8.2:2 no other sums whatever shall be due from the Buyer to the Seller.
8.3 Until property in the Goods passes to the buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.4 Notwithstanding that the Goods (or any of them) remain in the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer’s own behalf and the Buyer shall deal as principle when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.5 The Seller shall be entitled to recover the price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
9 Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which confirm to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods from the Seller shall have no liability whatever to the buyer in respect of those Goods.
9.3 The Seller shall not be liable to the buyer for late delivery or short delivery of the Goods.
9.4 The Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this contract.
9.5 In the event of a breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods.
9.6 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off counterclaim, which the Buyer may have or allege to have, or for any reason whatsoever.
10 Proper law of contact
This contract is subject to the law of England and Wales. Reprinted August 2002
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