Terms and conditions

  1.1 In these conditions::

means the person, firm or company entering into the Contract to purchase the Goods from the Seller;

means the standard terms and conditions of sale and delivery set out in this document and (unless the context otherwise requires) includes those terms set out overleaf or in any document including in its terms these conditions of sale and delivery and any special terms and conditions agreed in writing between the Buyer and the Seller;


means the contract for the purchase, sale and delivery of the Goods whether specified overleaf or in separate documents;

means the goods specified, overleaf or in separate documents, in the Contract (including any instalments of the Goods or any parts for them) which the seller is to supply in accordance with these Conditions;

IBEX Industrial Brushes;WRITING
Includes telex, cable, facsimile, email or any other form of electronic transmission or any other comparable means of communication. 
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. 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation. 2.0 BASIS OF THE SALE 2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with these Conditions which replace all previous published Conditions of the Seller. If these Conditions are in variance or inconsistent with any terms of the Buyer then these Conditions shall apply. 2.2 The Seller's employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed. 2.3 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents relating to the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed. 2.4 Any typographical, clerical or other error or omission in any sales or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
  3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms. 3.2 The quantity and description of the Goods shall be those set out in the order acknowledgement or pro-forma invoice and must be signed and returned before the order is processed.3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used) damages, charges and expenses incurred by the Seller as a result of cancellation.
  4.1 Unless otherwise specified in the Seller's tender all drawings and particulars and specifications submitted therein are deemed to be approximate only. The Seller's catalogues and other sales matter are for the purpose of information only to enable the Seller to present a general idea of equipment described therein and none of the aforementioned items shall form any part of the Contract.
4.2 The Copyright in all documentation, drawings and any other specifically produced design, data or sample product relating to the items provided by or acquired from the Seller is vested in the Seller. The Buyer shall not copy, manufacture or have copied or manufactured or permit any other person to copy or manufacture the products or any part thereof or any documentation, drawings or other data as aforesaid.
The equipment will be subjected to the Seller's Standard Works Tests before despatch. The Buyer may by notice elect to observe any tests provided that the tests and the form thereof are agreed between the Seller and the Buyer at the time of tendering, the costs of which shall be charged to the Buyer at the Seller's option.
Any performance details quoted by the Seller are based on the Seller's experience and are such as the Seller expects to receive on test. The Seller accepts no liability for failure to attain such performance figures unless the Seller specifically guarantees them. The Buyer assumes responsibility that any performance requirements of the equipment specified by the Buyer are sufficient and suitable for the Buyer's purpose.
7.1 The price of the Goods shall be the price set out in the Contract.
7.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase in suppliers' prices, any change in delivery dates, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
7.3 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
8.1. Pro-Forma Invoices must be paid in full either by BACS, credit cards or debit cards before the manufacture of goods will be authorised and the signed documentation as in 3.2 has been received. Payment may be accepted by cheque however the manufacturing process will not begin until 7 working days has elapsed for the clearance of monies due. In very exceptional circumstances a cash payment may be accepted but only by the signatory to the order acknowledgement issued by Industrial Brushware Limited at the time of collection. Customer�s credit card receipts will be attached to the VAT invoice following despatch of the goods.
8.1.1 Credit Accounts are given at the discretion of the Officers of Industrial Brushware limited and will only be considered after six transactions of which three transactions have been made within a twelve month period of 8.1. Thereafter the account is subject to suitable and proper credit checks which will be monitored regularly and reduced accordingly if a shortfall in activity is observed on the account or adverse information received. At all times the credit account is subject to the discretion of the Officers of the company and may be withdrawn at any time.
8.1.2 Any special terms agreed in writing between the Buyer and the Seller 1.1, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or, as the case may be, the Seller has tendered delivery of the Goods.
8.2 Unless specified in writing otherwise the Buyer shall pay the price of the Goods within 7 days of the date of the Seller's invoice. The Seller 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.
8.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
8.3.1 suspend all or any further deliveries to the Buyer made under that or any other contract with the Buyer and in such event the Buyer shall not be released from its obligations to the Seller under that or any other contract, or cancel the Contract or any other contracts with the Buyer and to claim damages from the Buyer for breach of contract;
8.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
8.3.3 charge the Buyer interest (both before and after judgement) on the amount unpaid, at the rate of 4 per cent per annum above Barclays Bank base rate from time to time accruing daily, until payment in full is made.
8.4 The Seller may without notice set off any sums from time to time owed to the Buyer in or towards the satisfaction of all and any liabilities of the Buyer to the Seller whether or not under this Contract.
9.1 Delivery of the Goods shall be made at the location specified in the Contract.
9.2 Any dates quoted in the Contract for delivery of the Goods are approximate only and the Seller shall not be liable for any delay howsoever caused. Time for delivery shall not be of the essence unless previously agreed in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
9.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
9.4 If the Seller fails to deliver the Goods (or any instalments) for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess, if any, of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
9.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
9.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable cost of storage, including insurance; or
9.5.2 Sell the Goods at the best price readily obtainable and, after deducting all reasonable storage and selling expenses, account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
10.1.1 In the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
10.1.2 In the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods. The Seller shall not be liable for a claim in respect of damage to goods in transit unless such claim is notified to the carrier of the Goods on delivery or if that is not practical to the Seller in writing within 3 days of delivery.
10.1.3 The Buyer should ensure that he has adequate insurance from the time at which risk passes to him.
10.2 Notwithstanding delivery 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 Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods sold or agreed to be sold by the Seller to the Buyer under any other contract.
10.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's agent or bailiff, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property. Until that time the Buyer shall be entitled to use the Goods in the ordinary course of its business, but shall have a fiduciary duty to the Seller to account for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
10.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods and for that purpose the Buyer hereby authorises and licences the Seller, its officers, employees and agents to enter upon any land or building upon which the Goods are situated to recover those Goods.
10.5 The Buyer shall not be entitled to or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall, without prejudice to any other right or remedy of the Seller, forthwith become due and payable.
11.1 Save as provided in clause 6: in lieu of any warranty condition or liability implied by law, the Seller's liability in respect of any defect in or failure of the equipment supplied or for any loss injury or damage attributable thereto, is limited to making good by replacement or repair defects which under proper use appear therein and arise solely from faulty design, materials or workmanship within a period of twelve calendar months from when the equipment shall have been first despatched at the termination of which period all liability on the Seller's part ceases; provided always that notice is given to the Seller immediately the defect is discovered and the defective equipment is immediately forwarded to the Seller's premises carriage paid and with seals unbroken unless otherwise arranged. This guarantee is limited to the Buyer only and does not extend to third parties.
11.2 In respect of Goods not manufactured by the Seller, the Buyer shall only be entitled to the benefit of any such warranty or guarantee in respect of the Goods as is given by the manufacturer to the Seller.
11.3 The Seller warrants that the Goods will at the time of delivery correspond with the description specified in the Contract.
11.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with description shall, whether or not delivery is refused by the Buyer, be notified to the Seller in writing within 7 days from the date of delivery or, where the defect or failure was not apparent on reasonable inspection, within 7 days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller in accordance with this Condition, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
11.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet description is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price) but the Seller shall have no further liability to the Buyer.
11.6 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
11.7 The Seller makes no warranty or representation as to the suitability of the Goods supplied for any specific purpose and any representation as to suitability made by any employee of the Seller may not be relied upon by the Buyer. The Buyer should satisfy himself of the suitability of the Goods supplied.
11.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, causes beyond the Seller's reasonable control shall include act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
12.1 This clause applies if:
12.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order (or being an individual or firm) becomes bankrupt or (being a company) goes into liquidation, otherwise than for the purpose of amalgamation or reconstruction; or
12.1.2 An encumbrance takes possession, or a receiver is appointed, of the Buyer's undertaking or any of its property or assets; or
12.1.3 The Buyer ceases, or threatens to cease, to carry on business; or
12.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
12.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the 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 notwithstanding any previous agreement or arrangement to the contrary.
13.1 The Buyer shall not be entitled to assign the whole or part of its rights and/or obligations under the Contract without the prior written consent of the other.
13.2 Any notice required or permitted to be given by either party to the other under these Conditions 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 on this provision to the party giving the notice. A notice shall be deemed to have been received, in the case of a facsimile, upon transmission and, in the case of a letter, forty eight hours after posting, In proving service by letter, it shall be sufficient to show that the envelope containing the notice was properly addressed and stamped and duly posted.
13.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby unless such provision goes to the root of the Contract.
13.5 The Conditions shall constitute the entire agreement in relation to the sale of the Goods and no modification or waiver thereof shall be valid unless made in Writing expressly for the purpose and signed by an authorised officer of the Seller and of the Buyer.
The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.