RANSOM NATURALS LTD
STANDARD TERMS AND CONDITIONS OF SALE
1. Definitions
1.1 In these Conditions:
| "Company" | means Ransom Naturals Ltd of 51-55 Bury Mead Road, Hitchin Hertfordshire SG5 1RT |
| "Conditions" | means these terms and conditions |
| "Contract" | means these Conditions and the terms confirmed in the Order Acknowledgement in respect of an Order, with each confirmed Order forming a separate contract. |
| "Customer" | means a purchaser of Goods from the Company |
| "Goods" | means the botanical extracts and liquid pharmaceutical products manufactured by the Company from time to time and purchased by the Customer |
| "Order" | means a written order from the Customer for the purchase and delivery of Goods |
| "Order Acknowledgement" | means the written form issued to the Customer by the Company confirming acceptance of the Order by the Company |
| "Price" | means the price to be paid by the Customer to the Company for the Goods in an Order |
1.2 The headings in these Conditions are for reference only and will not affect the interpretation of these Conditions.
1.3 Any phrase introduced by these Conditions including, include, in particular, such as or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.4 Any reference to 'in writing' or 'written' shall include by email.
2. Application
2.1 Each Order is subject to these Conditions as modified from time to time.
2.2 The Company may change the Conditions by giving the Customer 14 days' advance written notice in which case the changes will apply to any subsequent Order from the
2.3 The Customer's Order constitutes an offer to purchase the Goods in accordance with these Conditions. The Company is under no obligation to accept any Order and any Order shall only be binding on the Company when the company has issued the Customer with an Order Acknowledgement.
2.4 Orders may be placed by e-mail and should be sent to CustomerService@RansomNaturals.com..
2.5 The Customer will be treated as having accepted the Conditions and a Contract will exist when the Company has accepted an Order in accordance with condition 2.3.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. For the avoidance of doubt, these Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing (including any of the Customer's standard terms of trading or any other terms set out or referred to in the Order that are contrary to the Conditions).
2.7 Neither the Conditions nor the Contract to which they apply create any right enforceable by any person who is not a party to them except that a permitted successor to or assignee of the rights of a party is deemed to be a party to this Agreement and the rights of any successor or assignee will be regulated by these Conditions.
2.8 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
3. Accuracy of Information
3.1 The Company uses its reasonable endeavours to ensure the accuracy and completeness of the information in its catalogues and technical publications relating to its goods. However, any descriptions or illustrations contained in the Company's catalogues or technical publications are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.2 No employee, agent or other representative of the Company is authorised to make any representation or to give any additional warranty to the Customer in relation to the Goods. Any such representation or warranty will be unenforceable against the Company unless the Company has confirmed the representation or warranty in writing as a change to the Contract.
3.3 The Customer acknowledges that it has not relied on any representation or warranty referred to in Condition 3.2 in deciding to enter into the Contract.
4. Changes to Goods
4.1 The Customer acknowledges that the Company can at any time and without giving the Customer notice withdraw Goods from sale or, where the Company and the Customer agree a specification for the Goods, make minor alterations to the specification for the Goods that will not affect quality or the use to which the Goods may be put.
5. Cancellation of Orders
5.1 The Customer may only cancel an Order prior to delivery where it has obtained the prior written approval of the Company.
5.2 In the event that the Company agrees to cancel an Order, it may impose a cancellation fee where the Goods in question have been specifically tailored to the Customer's order or where re- sale by the Company would otherwise be difficult.
6. Delivery
6.1 The Company will give the Customer an indicative delivery date in the Order Acknowledgement. The time for delivery shall not be of the essence.
6.2 All Goods to be returned to the Company under Condition 12 shall be returned at the Customer's expense.
6.3 The Company will notify the Customer as soon as is reasonably practicable of any delay in the delivery date. The Company will not be responsible for any loss arising from any such delay.
6.4 The Goods will be delivered on an Ex-Works basis in accordance with the Incoterms 2020 unless specified otherwise in the Order Acknowledgement. In any event, Customer will ensure that it is ready to accept delivery of the Goods at the relevant time.
6.5 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions then, without prejudice to any other right or remedy available to it, the Company may:
(a) store the Goods until actual delivery and charge the Customer the costs of storage and insurance; or
(b) subject to giving the Customer 14 day's written notice sell the Goods at the best price reasonably obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any balance in excess of the order price.
6.6 In the event that the Customer received Goods in error from the Company, the Customer shall at the Company's expense return those Goods to the Company.
7. Risk and Acceptance
7.1 Goods will be at the Customer's risk from the moment when the Goods are ready to leave the Company's premises on an Ex-Works basis in accordance with the Incoterms 2020, unless specified otherwise in the Order Acknowledgement.
7.2 In any event, Customer shall notify Company and the relevant carrier of any incorrect or non-delivery, shortages, damage to Goods in transit or other discrepancies, if applicable, within 3 days of the delivery date and in any event before the Goods are opened.
7.3 The Customer shall be deemed to have accepted the goods if the Customer has not notified the Company of any of the events listed in condition 7.2 within 3 days of delivery.
7.4 Any notice under Condition 7.2 must confirm non-receipt or specify the alleged damage and must, where relevant, allow the Company reasonable opportunity to inspect the Goods in question.
7.5 If the Company agrees that Goods are damaged or missing, then the provisions of Condition 12 will apply and these Conditions (including the provisions for delivery and acceptance) will apply to any replaced Goods.
8. Price
8.1 The price for the Goods will be as set out in the quotation provided by the Company ('Quotation') and will be confirmed in the Order Acknowledgement.
8.2 The Quotation will only be valid for 30 days from the date the Quotation is provided and the Company has the right to amend the price after the expiry of 30 days.
8.3 Except as expressly provided for otherwise, the Price is exclusive of:
(a) any delivery charge which will be invoiced as appropriate (Delivery Charges); and
(b) VAT, any other locally applicable sales tax and all other duties, charges, and levies (including import/ export, withholding and other taxes as may be applicable) which may become payable as a result of the provision of the Goods (but excluding any employment or income taxes) (Taxes),
and the Customer shall in addition pay an amount equal to any Delivery Charges and Taxes.
8.4 All amounts due to the Company shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If any such withholding or deduction is required (including as required by law), the Customer shall, when making the payment to which the withholding or deduction relates, pay to the Company such additional amount as will ensure that the Company receives the same total amount that it would have received if no such withholding or deduction had been required.
9. Terms of Payment
9.1 Invoices will be issued at the date of dispatch of the Goods and are payable according to the specific terms as agreed by the Company and the Customer as set out in the Order Acknowledgement provided that where no such period has been set out in the Order Acknowledgement the relevant amount shall be payable within [14] days of the date of the invoice. Time for payment shall be of the essence.
9.2 An order for the delivery of Goods outside the UK must be accompanied by an unconditional and irrevocable letter of credit without recourse confirmed by a mutually acceptable London bank in favor of the Company for the total invoice The Company is under no obligation to fulfil any such order for which payment is not guaranteed in advance.
9.3 If the Customer fails to make payment of all sums due to the Company by the due date then, without prejudice to any other right or remedy available to the Company, the Company may:
(a) immediately terminate the Contract subject to giving the Customer written notice; or
(b) suspend any further delivery of goods to the Customer, subject to giving the Customer written notice; and/or
(c) charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 6% per annum above the base rate of HSBC plc in effect from time to time until payment in full is made.
10. Transfer of Ownership
10.1 Notwithstanding delivery and the passing of risk in the Goods to the Customer, title to the Goods shall not pass to the Customer until the Company has received and cleared full payment for those
10.2 Until title to the Goods passes to the Customer, the Customer holds the Goods as the Company's fiduciary agent and bailee.
10.3 The Company reserves the right to enter the Customer's premises during normal business hours to repossess Goods which have not been paid for by the due date or where the Company (acting reasonably) considers that the Customer is unlikely to make the relevant payment by the due date as a result of any anticipated or actual insolvency-related event (including the appointment of a receiver, liquidator or administrator).
10.4 The Company shall have a general lien on all Goods supplied by it to the Customer for all sums due at any time from the Customer.
10.5 The Company shall be entitled to sell or otherwise deal with any goods over which it has a lien or where it still holds title to those Goods at the expense of the Customer and to use the net proceeds for payment of any sums owing to the Company subject to giving the Customer 14 days' written notice.
11. Return of Undamaged Goods
11.1 The Company will not accept the return of undamaged Goods unless the Customer has prior written permission from an authorised officer of the Company. In any event the Company will only accept the return of new Goods with undamaged cartons which are regarded by the Company as suitable for resale.
11.2 Goods which are accepted back will be credited at the price paid by the Customer less a reasonable amount to cover the costs of handling and restocking.
12. Warranty
12.1 The Company warrants that the Goods on delivery:
(a) have been manufactured in accordance with and conform to:
(i) the requirements of the British and/or European (as relevant) Pharmacopoeia; and
(ii) any specification for the Goods agreed between the Customer and the Company as set out in the Order Acknowledgement; and
(b) are fit for the purposes for which the Company has held out the Goods are fit for in the associated written specification provided by the Company in the Order Acknowledgement (if any).
12.2 In the event that the Company agrees there has been a shortfall in delivery or the Goods fail to meet the standards described in Condition 12, the Company will replace the missing or substandard Goods subject as appropriate to the return of the damaged or substandard Goods by the Customer to the Company or notification by the Customer to the Company (and confirmation by the Company) of the shortfall, giving full details of the alleged
12.3 The Company shall have no obligation to replace any Goods returned on the basis that they are substandard if in the Company's reasonable opinion and following an investigation:
(a) the Goods meet the standards set out above;
(b) the Customer makes any further use of such Goods after giving notice in accordance with this Condition 12;
(c) the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage and use of the Goods or (if there are none) good trade practice regarding the same;
(d) the defect arises as a result of the Company following any specification supplied by the Customer;
(e) the Customer alters such Goods without the written consent of the Company;
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g) the issues arises as a result of changes made by the Company to ensure the Goods comply with applicable statutory or regulatory requirements.
12.4 The warranties and remedies given above are the Customer's sole and exclusive remedy in respect of any breach of Condition 12. All other warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
13. LIABILITY
13.1 Subject to Condition 13.4, in no event will the Company's liability for any loss or damage whatsoever and howsoever occurring and relating to any order accepted by the Company (including under any Contract) whether such loss or damage arises in contract, tort (including negligence) under statute or otherwise, exceed the amount that the Company has received under the Contract.
13.2 In addition, subject to Condition 13.4 the Company will not be liable for any loss, damage, expense or claim resulting directly or indirectly from:
(a) the use of the Goods by the Customer or the Customer's customer other than as specified by the Company; or
(b) the failure by the Customer to store and handle the goods in accordance with the instructions on the labels of the Goods and as otherwise indicated by the Company to the Customer from time to time; or
(c) any failure by the Customer to promptly notify its customers of the proper uses of and storage conditions for the Goods as notified to the Customer by the Company from time to time; or
(d) the recall by the Company or the Customer of any Goods.
13.3 Subject to Condition 13.4, the Company will not, in any event, be liable or responsible for any loss of profit or revenue (whether direct or indirect) or for any indirect, incidental, special or consequential loss or damage or for any economic loss, loss of profit, revenue, goodwill or anticipated savings of the Customer or others, however caused, whether the company was aware, or should have been aware, that such loss or damage may arise.
13.4 The above limitations do not apply to:
(a) death or personal injury caused by the Company's negligence;
(b) fraud or fraudulent misrepresentation
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979
(d) where applicable, damage caused by defects in the Goods as set out in the Consumer Protection Act 1987. This Condition does not prejudice the Company's rights including any defence available to it under that Act.
14. Confidentiality
14.1 The Customer will keep confidential all data, commercial information, know how, specifications, initiatives and other information which is (or could reasonably be considered to be) of a confidential nature and which has been disclosed or made available to the Customer by the Company and any other confidential information concerning the business of the Company or its products ("Confidential Information").
14.2 The Customer will restrict disclosure of the Confidential Information to such of its employees, agents, professional advisers or subcontractors as reasonably need to know the same and will ensure that such employees, agents, professional advisers or subcontractors are subject to equivalent obligations of confidentiality as bind the Customer.
14.3 The Customer will not without the prior written consent of the Company publish or disclose the Confidential Information to any third party or make any use of the Confidential Information except to the extent necessary for the purposes of this Contract.
14.4 Notwithstanding the other provisions of this Condition 14, the Company shall have the right to use the Customer's name, logos and emblems in connection with its marketing campaigns and PR activities (including the right for the Company) to describe the nature of the Goods provided to the Customer under the Agreement on Company's website, social media and related channels, as well as in mutually agreed press releases and campaigns.
15. Force Majeure
15.1 If the Company is prevented from performing any of its obligations under a Contract, by reason of any of the following causes, namely Act of God, insurrection, riot, war, hostilities, warlike operation, piracy, arrests, restraints or detainment by a competent authority, strikes or combinations or lock-out of workers or other forms of industrial action, fire, floods, droughts, earthquakes, mechanical breakdown, shortage of, or inability to obtain materials, equipment or transportation, epidemic, pandemic, embargo, quarantine restrictions, any law or any action taken by a government or public authority (including without limitation imposing an export or import restriction, quota or prohibition), non-performance by suppliers or subcontractors or any other circumstances (whether of nature or similar to those specified, or not) beyond the control of the Company regardless of whether or not the circumstances in question could have been foreseen at any time ('Force Majeure Event'), the Company shall not be liable in any way for any failure or delay in performing its obligations under a Contract, and the obligation of the Company to perform its obligations under these Terms shall be suspended whilst such event continues.
15.2 If a Force Majeure Event continues for longer than 3 months, either party may terminate the Contract.
16. General
16.1 If any provision or part-provision of a Contract is or becomes invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
16.2 A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
16.3 Any notices given under a Contract shall be in writing and may be served by personal delivery, by recorded delivery post or email to the recipient’s principal place of business or such other place as the recipient may designate or the recipient's email address. Notices shall be deemed served at the time of delivery (if delivered personally), 4 days after the date of posting (if sent by recorded delivery post) and at the time of transmission (if delivered by email). This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.4 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
16.5 Except where the Company has the right to make changes to the Contract (as set out elsewhere in the Conditions), no variation of this Contract shall be effective unless it is in writing and signed by the authorised representatives of the parties.
16.6 Each Contract, and any dispute or claim arising under or in connection with it (including non-contractual disputes or claims) is subject to English Law and the parties agree to submit exclusively to the jurisdiction of the English courts to settle any dispute or claim arising under or in connection with it (including non-contractual disputes or claims).
THESE CONDITIONS APPLY WITH EFFECT FROM [1st JULY 2022] AND SUPERSEDE ALL PREVIOUS TERMS AND CONDITIONS ISSUED BY WILLIAM RANSOM AND SON PLC OR RANSOM NATURALS LTD.
RANSOM NATURALS LTD of 51-55 Bury Mead Road, Hitchin, Hertfordshire SG5 1RT
Telephone: 01462 437615
E-Mail: info@ransomnaturals.com