Terms and Conditions

  1. ORDERS, TAXES, DELIVERY, FORCE MAJEURE
    1. Orders by Buyer are subject to acceptance in writing by TAMS UK (“Seller”)
    2. All delivery dates are indicative only.  Seller will not be liable for any delay in delivery.  Seller will not be responsible for the consequences of force majeure or any other event unintended by Seller, including but not limited to war and declared or undeclared hostilities, terrorist acts, riots, strikes or concerted work stoppages, fires, floods or other natural disasters, contamination by radioactivity or polluting substances, equipment malfunction, insufficiencies of subcontractors or suppliers or public service disruptions.
    3. All expenses, taxes and tariffs of any nature imposed now or hereafter in respect of the sale, import, delivery or use of the products will be assumed by Buyer and are not included in the sales prices.
    4. Buyer will be responsible for complying with all applicable laws and regulations concerning the importation and use of the products.
  2. PAYMENT
    1. Full payment of any order accepted by Seller shall be made by Buyer at latest 30 days after delivery unless otherwise agreed by Seller in writing.
    2. Late payment shall accrue interest at the maximum rate permitted by law. In case of late payment Seller shall appoint a debt collection service to collect the outstanding payment together with the interest due and any charges incurred by Seller in the use of such service.
  3. RETENTION OF OWNERSHIP
    1. All goods supplied by Seller, at Seller’s option, will remain the property of Seller until all Seller’s claims on Buyer have been settled.
    2. If the goods supplied by Seller are used to obtain new products, Buyer will make over the property of these products to Seller in advance when Buyer does not meet his obligations towards Seller.  This fiduciary transfer of property will remain in force until Buyer has met his obligations towards Seller.
  4. PROPERTY AND RISK
    1. Except in case of CIP sales, and unless otherwise provided by Seller in writing, the property and risk in the goods shall remain Seller’s until the point of delivery and in the absence of written advice from Buyer to Carrier and Seller as described in Article 5 below, the goods shall be deemed to have been delivered complete and in a satisfactory condition and the property and risk in them is transferred to Buyer.
  5. NOTIFICATION OF LOSS, DAMAGE OR NON-DELIVERY
    1. In case of partial loss, damage or non-delivery of any separate part of a consignment, Buyer must advise Carrier and Seller in writing (other than by a qualified signature on Carrier’s delivery note) within three (3) days of date of delivery of consignment or part consignment.
    2. In case of non-delivery of whole consignment despatched by Road Transport in Great Britain, Buyer must advise Carrier and Seller in writing within ten (10) days of despatch.
  6. WARRANTY
    1. All products are sold as being of the nature and quality described.  Any warranties or conditions, statutory or otherwise, as to quality or fitness for any purpose are excluded.
    2. Buyer must give Seller immediate written notice of any claim that the goods are not of stated quality to enable Seller to investigate complaint before remainder of consignment is used or returned to Seller.
    3. In the event that products are non-conforming and Seller elects to replace the products, Seller shall be responsible for the direct shipping cost of sending the replacement products by the same means of transportation as the original shipment.  Seller will in no case have any liability for direct, indirect or other damages in respect of the products or defects therein, and gives no guarantee or warranty in respect of any recommendations it may give as to use of the products or in respect of the absence of infringement of patents held by third parties.
    4. Seller gives no other warranty or guarantee, express or implied, including (without limitation) any warranties merchantability or fitness for a particular purpose.
    5. If Buyer resells the products sold to it by Seller, Buyer will cause the terms of paragraphs 6.1, 6.2, 6.3 and 6.4 to apply to the resale, without reservation.  If Buyer fails to do so, it shall indemnify Seller in respect of all expenses, claims or damages connected with liability related to the products beyond the liability stipulated in such paragraph.
  7. CONFIDENTIALITY
    1. If Buyer receives “Confidential Information” (as defined in paragraph 7.2 below), for a period ending five years after the last sale of any product by Seller to Buyer, Buyer will (a) hold in confidence and cause its employees to hold in confidence all Confidential Information, (b) employ it only for the purposes of its own use of the products, (c) disclose it, except with the prior written consent of Seller, and (d) take all measures necessary to prevent its disclosure and comply with any specific requests of Seller in this respect.
    2. For purposes of these conditions, “Confidential Information” means information whether furnished orally, in writing (through electronic means or other manner) communicated by Seller on a confidential basis, other than information which has entered the public domain through no fault of Buyer.
  8. MISCELLANEOUS
    1. These conditions can be modified only by written document signed by Seller’s authorised representative.
    2. Any failure to enforce any provision of these conditions shall not be deemed to be a waiver of such provision.
    3. Isolated or repeated sales of products by Seller to Buyer do not confer upon Buyer the status of distributor or agent and give Buyer no right to procure products, exclusively or non-exclusively from Seller.  In case of interruption of supply of the products Buyer will have no claim for compensation, indemnity or damages on any ground whatsoever, other than reimbursement of any advance payment for products not delivered, less amounts owed by Buyer to Seller.
    4. In the event that the terms and conditions on the face page of Seller’s Purchase Order Confirmation are inconsistent with any provisions of these General Conditions of Sale, the former shall take precedence.
    5. If any provision of these conditions is judged void, illegal or unenforceable, the validity, legality and applicability of the other provisions of these conditions shall not be affected nor impaired, and the provision so judged shall be modified so that its terms conform to those the court rules to be valid, legal, enforceable and reasonable.
    6. Any sale of products by Seller to Buyer shall be governed and interpreted under British Law, with the exception of conflicts-of-laws rules, and without excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
    7. Any disputes or other claim arising from any sale subject hereto or relating thereto will be submitted to arbitration by competent courts in London and the parties accept the exclusive jurisdiction of these courts.