Terms & Conditions
Terms and Conditions of Sale
The buyer's attention is in particular drawn to the provisions of condition 10.4.
1.1 The following definitions and rules of interpretation apply in these conditions:
Acknowledgement of Order: the acknowledgement of order form provided by the Company.
Business Day: any day (other than a Saturday or Sunday) when banks are generally open for business in Philippines.
Buyer: the person, firm or company who purchases the Goods from the Company.
Sara Woodcraft Sweden Corp.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Date: the estimated date inserted on the Acknowledgement of Order.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
VAT: value added tax chargeable under Philippine Law for the time being and any similar additional tax.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2 Application of Terms
2.1 Subject to any variation under condition the Contract shall be on these conditions 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 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by Alma Postadan of the company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Company until a written Acknowledgement of Order (a Pi) is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. If the Buyer exercises its option not to pay a deposit, but seeks a bank guarantee in respect of its payment obligations to the Company, in accordance with clause 8.1, any order placed by such Buyer will not be deemed to be accepted (or processed) by the Company until such time as the Company receives a completed and executed bank guarantee letter from the Buyer’s bank in favour of the Company, in the form required by the Company.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an Acknowledgement of Order to the Buyer or (if earlier) the Company delivers the Goods to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.8 The Buyer may within a maximum period of two days of placing an order amend or cancel such order by written notice to the Company. If the Buyer amends or cancels an order at any other time it shall be required to pay a cancellation and administration charge to the Company equal to a minimum of 30% of the total order value or, if a Buyer has paid a 30% deposit, the Company shall be entitled to retain such deposit monies in satisfaction of its cancellation and administration charge. The cancellation and administration charge will become due and payable within 7 days of the date upon which the Company notifies the Buyer of such charge. In the event that the Company’s losses arising as a result of such amendment or cancellation exceed 30% of the total order value, then the Company reserves the right to claim such additional losses from the Buyer on the same terms.
3.1 The quantity and description of the Goods shall be as set out in the Company's quotation or Acknowledgement of Order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 Delivery of the Goods shall take place on the Delivery Date on board the vessel to be notified to the Company by the Buyer in writing (the “Vessel”) lying at the port stated in the Acknowledgement of Order. For the avoidance of doubt, ‘on board the vessel’ shall mean when the Goods have passed the Vessel’s rails. The Company shall promptly notify the Buyer that the Goods have been delivered aboard. Title to and risk in the Goods shall pass to the Buyer upon such delivery being effected.
4.2 The Company shall promptly provide the Buyer with a clean shipped bill of lading in respect of the Goods.
4.3 The Buyer shall reserve the necessary space on board the Vessel and give the Company due notice of the loading berth and any revised delivery dates to the Vessel. The Buyer shall bear all risks of loss, damage, theft and/or destruction to the Goods and is responsible for all costs and insurance associated with the transportation of the Goods after delivery, including, without limitation, the cost of the Vessel and onward transportation to the Buyer’s storage facility or place of business.
4.4 The Buyer shall bear any additional costs caused due to the failure of the Vessel to be available to load the Goods on the Delivery Date.
4.5 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential 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 the Company's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations (including, without limitation, the information to be provided pursuant to condition 4.3):
4.6.1 risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company's negligence);
4.6.2 the Goods shall be deemed to have been delivered; and
4.6.3 the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.7 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods.
4.8 If the Company delivers to the Buyer a quantity of Goods of up to 15% more or less than the quantity accepted by the Company, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
5.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless the Buyer gives written notice to the Company of the non-delivery within 3 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company 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 raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
6.3.1 hold the Goods on a fiduciary basis as the Company's bailee; and
6.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
6.3.3 store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; and
6.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
6.4 The Buyer may not resell the Goods before ownership has passed to it.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.5.2 the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
6.5.3 the Buyer encumbers or in any way charges any of the Goods.
6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
6.7 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 terminated, to recover them.
6.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the Delivery Date or deemed delivery.
7.2 The price for the Goods shall be exclusive of any VAT and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
8.1 With the exception of a Buyer who transacts with the Company on an insured basis or a Buyer who presents a bank guarantee as security for its payment obligations to the Company, a 50% deposit of the total price for the Goods is payable by the Buyer immediately upon receipt of the Company's acceptance of the Buyer's order and, subject to condition 8.5, the balance or, in the case of a Buyer who transacts on an insured basis or by way of bank guarantee, full payment, is due when delivery is made in accordance with condition 4.
8.2 Subject to condition 8.5, where agreed by the Company payment of the price of the Goods shall be secured by an irrevocable letter of credit satisfactory to the Company, established by the Buyer in favour of the Company immediately upon receipt of the Company’s acceptance of the Buyer's order and confirmed by a Philippine bank acceptable to the Company. The letter of credit shall be for the price payable for the Goods (together with any tax or duty payable) to the Company and shall be valid for six months. The Company shall be entitled to immediate cash payment on presentation to such Philippine bank of the documents specified in the letter of credit.
8.3 Payment of the price for the Goods shall be payable in US dollars or such other currency as communicated to the Buyer by the Company in writing.
8.4 Time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds.
8.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
8.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
The Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
10 Limitation of Liability
10.1 Subject to condition 4 and condition 5, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these conditions; and
10.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
10.3.1 for death or personal injury caused by the Company's negligence; or
10.3.2 under section 2(3), Consumer Protection Act 1987; or
10.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
10.3.4 for fraud or fraudulent misrepresentation.
10.4 Subject to condition and condition :
10.4.1 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; and
10.4.2 the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10.5 In the event of any dispute as to the condition of Goods the Buyer will only investigate such dispute if:
10.5.1 the Buyer provides written notice and photographic evidence (taken when the Goods are delivered (i.e. the Goods pass the Vessel’s rails)) of the defect to the Company within 7 days of the receipt of the Goods by the Buyer, or within 7 days of the defect being discovered where the defect could not reasonably have been discovered earlier; and
10.5.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
10.6 The Company shall not be liable for any damage to Goods if:
10.6.1 the damage is sustained after the date of delivery in accordance with condition 4.1; or
10.6.2 the Buyer makes any further use of such Goods after giving such notice in accordance with clause 10.5.1; or
10.6.3 the damage arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
10.6.4 the Buyer alters or repairs such Goods without the written consent of the Company.
11 Import and Export Licences
11.1 The Company is responsible at its expense for obtaining any export licences required pursuant to this Contract.
11.2 The Buyer is responsible at its expense for obtaining any import licences required pursuant to this Contract.
12.1 The Company may assign the Contract or any part of it to any person, firm or company.
12.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
13 Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the 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 the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 28 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
14.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
14.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
14.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Philippine law and the parties submit to the exclusive jurisdiction of the Philippine courts.
15.1 All communications between the parties about the Contract shall be:
15.1.1 in writing; and
15.1.2 in English; and
15.1.3 delivered by hand, sent by pre-paid first class post, sent by airmail requiring signature on delivery or sent by fax to the following address:
184.108.40.206 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
220.127.116.11 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
15.2 Communications shall be deemed to have been received:
15.2.1 if sent by pre-paid first class post, 9.00am GMT on the 2nd Business Day after posting (exclusive of the day of posting); or
15.2.2 if delivered by hand, on the day of delivery; or
15.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day; or
15.2.4 if sent by airmail, 9.00am GMT on the 5th Business Day after posting.
15.3 Communications addressed to the Company shall be marked for the attention of Alma Postadan.