Zinter® Terms for the Sale of Goods
The supply and sale of goods by Zinter® Limited ("Zinter®") is subject to the following standard terms and conditions unless expressly modified in writing by Zinter® and the Buyer (collectively the "Parties"). The final and entire agreement pertaining to the sale of goods to Buyer by Zinter® is set forth herein; any prior understandings, agreements, and representations, oral or written, shall be deemed superseded and merged in this contract. Any typographical, clerical, or other errors or omissions in any sales literature, catalogues, quotations, price lists, offers, invoices, manuals, or any other document issued by Zinter® shall be corrected without any liability to Zinter®. Agents and salespersons of Zinter® have no authority to make any representations not included herein. Zinter® hereby rejects any different or additional terms previously or hereafter proposed by the Buyer, none of which shall be effective unless embodied in writing signed by an authorised employee of Zinter®. Any preprinted terms on Buyer’s purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Agreement shall be binding on Zinter®.
In these terms and conditions of sale (Terms):
• We, Us, Zinter® of Unit 1J Westpark 26, Wellington Somerset TA21 9AD United Kingdom;
• Customised Goods means any goods which have been custom cut, custom processed or specifically acquired by Zinter® Ltd at your request;
• Equipment means all pallets, stands and/or any other reusable packaging or display equipment provided to you by Zinter® Ltd in the course of supplying you with the Goods and/or Services;
• Goods means the goods ordered by you from Zinter® Ltd pursuant to an Order;
• Services means the services ordered by you from Zinter® Ltd pursuant to an Order;
• Intellectual Property Rights means any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including but not limited to rights of any kind in inventions, discoveries and novel designs;
• Invoiced Amount means the Price, plus any costs of delivery or storage and applicable taxes (including VAT).
• Order means a purchase order for Goods and/or Services submitted by you to Zinter® Ltd in accordance with clause 4;
• Price means the price for Goods or Services (as the case may be) as stated in the Order or as otherwise agreed in writing by Zinter® Ltd;
• Production Materials means any materials or equipment other than the Goods, created or manufactured by Zinter® Ltd for the purpose of producing / manufacturing the Goods and/or supplying the Services;
• Services means the services supplied by Zinter® Ltd. to you at your request pursuant to an Order or incidental to the supply of Goods to you by Zinter® Ltd;
• The Customer, You and your means the person or entity that places an Order with Zinter® Ltd for Goods and/or Services; and
Unless expressly altered or modified in writing by Zinter® Ltd, the Terms apply and will be deemed incorporated in, and form part of, the acceptance by Zinter® Ltd of your Order and future orders placed by you from time to time and supersede and cancel all prior agreements and understandings between you and Zinter® Ltd.
3.1. All quotations provided by Zinter® Ltd to you for the supply of Goods and/or Services are valid for 14 days from the date of the quotation or for such other period stated in the quotation.
3.2. Verbal quotations are subject to written confirmation by Zinter® Ltd.
4.1. All Orders for the supply of Goods and/or Services must be placed by you in writing or via our website and are subject to review and acceptance by Zinter® Ltd.
4.2 You acknowledge that by placing an Order with Zinter® Ltd you are making an unconditional offer to enter into a legally binding contract with Zinter® Ltd subject to these Terms.
4.3 An Order will be binding on Zinter® Ltd and you if:
4.3.1. written acknowledgment and acceptance of the Order is forwarded by Zinter® Ltd to you; or
4.3.2. the Goods and/or Services the subject of the Order are delivered by Zinter® Ltd to you, your employees, contractors or agents in accordance with clauses 5.2, 5.3 or 5.4 below.
4.3.3. Zinter® Ltd has taken steps to procure the Production Materials or has taken steps to manufacture the Goods or provide the Services to you; or
4.3.4. Zinter® Ltd accepts payment from you in part or whole for the Goods and/or Services.
4.4 No Order may be cancelled or altered by you in any way without the prior written consent from Zinter® Ltd, which consent may be withheld by Zinter® Ltd in its absolute discretion or made conditional on the occurrence of a specified event, and you agree to indemnify Zinter® Ltd against all losses and expenses associated with or arising out of any variation of an Order permitted by Zinter® Ltd in accordance with this clause 4.4.
4.5 In the event that Zinter® Ltd approves a cancellation in whole or in part of an Order, Zinter® Ltd will be entitled to payment for all Goods produced, work carried out in producing such Goods, all Services rendered and any other costs incurred by Zinter® Ltd in producing or rendering such Goods and/or Services (as applicable).
4.6 If Zinter® Ltd agrees to make an alteration to the design, specifications or method of manufacture of the Goods after an Order has been placed with Zinter® Ltd by you, Zinter® Ltd will not have any obligation to make similar alterations to any Goods previously ordered by or delivered to you by Zinter® Ltd.
5. Delivery, risk and title
5.1. Unless Zinter® Ltd agrees otherwise in writing, Price is exclusive of freight, delivery, insurance, handling, storage and packaging and any other expenses relating to the Goods, which costs will be charged to and paid by you.
5.2. Zinter® Ltd will deliver the Goods or make them available for collection at the location agreed between Zinter® Ltd and you or, if there is no agreement, at the location determined by Zinter® Ltd.
5.3. Zinter® Ltd may arrange for delivery of Goods to your premises at your sole risk and expense. In the absence of specific written instruction from you, Zinter® Ltd will select the carrier and contract with the carrier on your behalf as Zinter® Ltd in its absolute discretion considers reasonable.
5.4. Zinter® Ltd will use reasonable endeavours to meet its delivery schedule however, delivery dates are estimates only and Zinter® Ltd will not be liable for loss, damage or delay occasioned to you or your customers arising from late or non-delivery. Delayed or non-delivery of Goods does not constitute grounds for cancellation of the Order.
5.5. Zinter® Ltd reserves the right to make deliveries by instalments and the Order will be applicable as to any such instalment. Delay in delivery or other fault or defect in any instalment will not relieve you of your obligations to accept and pay for those deliveries remaining under the Order.
5.6. If you fail to collect or accept delivery of Goods (as the case may be) the risk in those Goods will pass to you from the time of that failure (as determined by Zinter® Ltd.). If this occurs, Zinter® Ltd will be entitled to recover the Price and any delivery expenses as if the Goods had been delivered to you and, in addition to any other rights and remedies (including the right to re-sell the Goods), Zinter® Ltd may arrange to store the Goods at your expense.
5.7. Risk in Goods passes to you on delivery by Zinter® Ltd unless you arrange delivery. In that case, risk passes to you when the Goods leave Zinter® Ltd.’s premises in the manner agreed.
5.8. Title to the Goods will not pass to you until you have made full payment of the Invoiced Amount in accordance with clause 6. If the Goods have been delivered, until payment of the Invoiced Amount is made in full to Zinter® Ltd :
5.8.1. You will hold the Goods as Bailee for Zinter® Ltd;
5.8.2. You must store the Goods separately and in such a manner that they are clearly identified as the property of Zinter® Ltd; and
5.8.3. You must pay to Zinter® Ltd the proceeds of sale of the Goods.
5.9. If you have not made payment to Zinter® Ltd in compliance with clause 6.2, after reasonable notice and accompanied by you, Zinter® Ltd may enter your premises and take possession of the Goods without liability in respect of the tort of trespass or payment of any compensation to you or anyone claiming through you.
5.10 Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and Zinter® shall not be liable for any loss or damage howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances of whatsoever nature which are outside Zinter's® control. You shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, dispatch or performance. Zinter® reserves the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. Failure to deliver any shipment shall not entitle you to rescind or repudiate the sales contract.
6. Invoicing and Payment
6.1 Zinter® Ltd will invoice you for the full or partial supply or delivery of the Goods and/or Services in your Order at the Invoiced Amount.
6.2 You must pay Zinter® Ltd.’s invoice within 30 days from the end of the month in which the invoice was rendered by either cash, cheque, bank cheque or electronic funds transfer (into the nominated account of Zinter® Ltd).
6.3 Zinter® Ltd may in its absolute discretion charge default interest on amounts owing by you, if not paid on or before the due date for payment at the rate of 2% higher than the rate prescribed for the time being by the Penalty Interest Rates Act 1983 (Vic).
6.4 The goods and other items or services covered by these terms and conditions shall be sold and invoiced at Zinter's® prices and charges in effect at the time of each shipment of goods. Zinter® reserves the right to change, without notice, the published list prices referenced on any purchase order or the face of this contract. Prices do not include sales, excise, use, value added or other taxes now in effect or hereafter levied by reason of this transaction. The Buyer shall pay all such taxes.
7. Returns, Cancellations and Variations
7.1. Zinter® Ltd will accept returns of faulty Goods or Customised Goods as required by law, Zinter® Ltd is not required to accept the return of Goods or Customised Goods unless they are faulty or the return is approved in writing by Zinter® Ltd.’s authorised representative and the Goods or Customised Goods are returned by you to Zinter® Ltd in their original condition.
7.2 Zinter® Ltd reserves the right to cancel your order, even after accepted at any point up until delivery if we cannot supply the goods for any reason.
8.1. You agree:
8.1.1. to return the Equipment to Zinter® Ltd at your expense within 14 days of delivery of the Goods under clause 5;
8.1.2. to indemnify Zinter® Ltd for the full replacement value of the Equipment if you fail, neglect and/or refuse to return Equipment to Zinter® Ltd pursuant to clause 9.1. The full replacement value of the Equipment must be paid to Zinter® Ltd immediately.
9. Payment Terms
9.1. Zinter® will not consider credit terms under any circumstances unless we have previously traded with you for a minimum of 6 months. Performa invoices must be settled in full prior to your order being accepted
9.2 Terms of payment are at Zinter's® sole discretion, and unless otherwise agreed to by Zinter®, payment must be received by Zinter® prior to Zinter's® acceptance of an order. In all other circumstances payment terms are net thirty (30) days from the date of invoice. All payments must be made without set-off, counterclaim, withholding or other deduction. Zinter® reserves the right to require alternative payment terms, including, without limitation Sight Draft, Letter of Credit, or Payment in Advance. If shipments are delayed or rescheduled by the Buyer, payment shall be made based on the contract price and percentage of completion. Buyer shall be liable for the price of all products substantially conforming to the contract, notwithstanding that the Buyer may not have accepted, or may have revoked acceptance of those products.
9.3 If payment is not received by the due date, a service charge will be added at the rate of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date thereof.
10. Credit Limit
10.1 The grant of any credit facility or nomination of any credit limit by Zinter® Ltd in your favour is an indication only of Zinter® Ltd.’s intention at that time. Zinter® Ltd may vary or withdraw any credit facility at any time in its absolute discretion and without any liability to you.
10.2 Zinter® may, at any time, and in its sole discretion, limit or cancel Buyer’s credit as to time and amount and as a consequence may (1) demand payment in cash before delivery of any unfilled portion of this contract; and (2) demand assurance of Buyer's due performance. Upon making such demand, Zinter® may suspend production, shipment, and/or deliveries. If, within the period stated in such demand, but in no event longer than 30 (thirty) days, the Buyer fails to agree and comply with such different payment terms, and/or fails to give adequate assurance of due performance, Zinter® may (a) by notice to Buyer, treat such failure or refusal as a repudiation by the Buyer of the portion of the contract not then fully performed, whereupon Zinter® may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable; or (b) make shipments under reservation of a security interest and demand payment against tender of documents of title. If Zinter® retains a collection agency and/or solicitor to collect overdue amounts, all collection costs, including Legal fees, shall be payable by the Buyer. Buyer hereby represents to Zinter® that the Buyer is now solvent and agrees that each acceptance of delivery of the goods sold hereunder shall constitute reaffirmation of this representation at such time.
11.1. You will be in default of the Terms if:
11.1.1. You fail to pay when due any amount owing to Zinter® Ltd;
11.1.2. You breach any of these Terms;
11.1.3. You cease to carry on business;
11.1.4. You cease to be able to pay your debts as and when they become due;
11.1.5. You take any steps to enter into an arrangement with your creditors; or
11.1.6. any step is taken to appoint a receiver, liquidator, administrator or other like person over the whole or any part of your assets or business.
11.2. If you are in default of the Terms, Zinter® Ltd may do any or all of the following (in addition to any other rights Zinter® Ltd may have):
11.2.1. require you to pay immediately all amounts invoiced but unpaid or to pay in advance or on delivery;
11.2.2. suspend or cease supplying Goods and/or Services to you;
11.2.3. enter your premises and repossess Goods for which payment has not been made by you.
11.3. You must pay all legal costs, fees and any other expenses incurred by Zinter® Ltd in collecting amounts owed to it by you pursuant to this clause 11.
12. Your Responsibility
12.1. You acknowledge and agree that:
12.1.1. You will rely on your own knowledge and expertise in selecting any Goods and/or Services for a particular purpose and any advice or assistance given to you by or on behalf of Zinter® Ltd will not be deemed to be given to you as an expert or adviser; and
12.1.2. You accept full responsibility on placement of an Order with Zinter® Ltd that you have correctly identified the Goods and/or Services which are to be provided to you by Zinter® Ltd. Zinter® Ltd will not be liable for any loss or damage suffered by you as the result of incorrect identification of Goods and/or Services, nor accept a return or give a refund if you order incorrect Goods and/or Services.
13. Limitation of liability
13.1. Where Goods are supplied to you by Zinter® Ltd and the Goods are not of a kind ordinary acquired for personal, domestic or household use or consumption, Zinter® Ltd.’s liability to you is limited to an amount equal to:
13.1.1. the cost of replacing the Goods; or
13.1.2. the cost of obtaining equivalent Goods; or
13.1.3. the cost of having the Goods repaired;
whichever is the lowest amount
14. Force Majeure
14.1. Zinter® Ltd shall not be liable for any failure of, or delay in the performance of this agreement for the period that such failure or delay:
14.1.1 is beyond the reasonable control of Zinter® Ltd
14.1.2 materially affects the performance of any of its obligations under this agreement, and
14.1.3 could not reasonably have been foreseen or provided against
15. Entire Agreement
15.1. These Terms and Conditions:
15.1.1. constitutes the entire agreement between the parties about its subject matter and supersedes all previous representations, understandings and agreements in connection with that subject matter; and
15.1.2. may only be altered in writing signed by all the parties.
15.1.3 This contract and Buyer's rights thereunder may not be assigned by the Buyer except with the prior written approval of Zinter®. Any assignment or transfer made in violation of the foregoing shall be void.
16.1. Zinter® Ltd may assign any of its rights or obligations under these Terms to any third party at any time by notice to you. You may not assign any of your obligations under these Terms without the prior written consent of Zinter® Ltd, which consent may be withheld in Zinter® Ltd.’s absolute discretion.
16.2. You must notify Zinter® Ltd in writing within 14 days of any change of ownership of you and must fully indemnify Zinter® Ltd against any loss or damaged Zinter® Ltd may suffer as a result of your failure to notify Zinter® Ltd of such change in accordance with this clause 16.2.
16.3. Zinter® Ltd does not sell, grant, transfer or assign any Intellectual Property Rights to you in the course of performing its obligations under these Terms including any Intellectual Property Rights in the Goods, Services or the packaging of the Goods or Production Materials.
16.4. Images of goods on our website, or in any printed form are for illustrative purposes only and may differ slightly from the actual goods.
16.5. The invalidity or unenforceability of any part of these Terms does not affect the enforceability of any part or provisions of these Terms and the invalid or unenforceable part is severable.
16.6. These terms are governed by the laws of England and Wales and Zinter® Ltd and you unconditionally submit to the non-exclusive jurisdiction of the courts of England.
16.6.1 Parties expressly disclaim the application of the United Nations Convention for the International Sale of Goods.
16.7 Zinter® may choose to change or vary these terms at any time without notice. Any changes will apply to any orders placed after we have updated the terms and conditions on our website. The changes will not apply to any changes placed before we make the changes to our website. If you have a printed copy of our terms and conditions, the version on our website may be more current, and will override any printed version you may hold.
16.8 Waiver by Zinter® of any provision of this contract or of a breach by Buyer of any provision of this contract shall not be deemed a waiver of future compliance with this contract, and such provision, as well as all other provisions of this contract, shall remain in full force and effect.
16.9 If any part of our printed literature, or website content contradicts these terms and conditions, it is these Terms and Conditions that shall prevail.
16.10 Zinter® Ltd reserves the right to amend these terms and conditions without notice