Terms and Conditions of Sale
Standard Conditions of Sale 1st.January 2021 until further notice
1.1 INTERPRETATION In these Conditions :
Buyer means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods
is accepted by the Seller.
Seller means ARGEX LIMITED ( registered in England under number 2911407 )
Conditions means the Terms of Trading set out in this document and ( unless the context otherwise requires ) includes any
special terms and conditions agreed in writing between the Buyer and Seller.
Contract means the contract for the purchase and sale of the Goods.
Goods means the Goods ( including any instalment of the goods or any parts for them ) which the Seller is to supply
in accordance with these Conditions.
United Kingdom means the United Kingdom of Great Britain and Northern Ireland, the Channel Islands
and the Isle of Man.
Overseas means all countries other than the United Kingdom (as defined).
Writing includes telex,cable,facsimile transmission and comparable means of communication.
UCTA means Unfair Contract Terms Act 1977.
Precious Metal means gold, silver or platinum group metals.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended,
reenacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not effect their
interpretation. Any reference in these Conditions to the singular shall include the plural and vice versa.
2. BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall buy the Goods in accordance with any written quotation of the Seller which is accepted by
the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall
govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or
purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer
and the Seller.
2.3 The Sellers 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.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the
storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the
Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, IInvoice or
other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the
Sellers authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of any order ( including any applicable specification )
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.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Sellers quotation ( if
accepted by the Buyer ) or the Buyer’s order ( if accepted by the Seller )
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification
submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or
incurred by the Seller in connection with or paid by the Seller in settlement of any claim for infringement of any patent,
copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Sellers
use of the Buyers specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any
applicable statutory or other legal requirements or, where the Goods are to be supplied to the Seller’s specification, which do
not materially affect their quality or performance.
3.6 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 PRICE OF THE GOODS
4.1 Subject to Clause 4.2, or unless otherwise agreed the price of the Goods shall be the Seller’s quoted price. All prices are valid for
30 days only or until earlier acceptance by the Buyer after which time they may be altered by the Seller without giving notice to
4.2 Unless otherwise agreed , where the Goods are Precious Metals the price shall be the price prevailing on the London Metal
Exchange for the quality and grade of Precious Metal ordered at the time the Goods are dispatched from the Seller’s premises
plus the Seller’s manufacturing cost per kilogramme ( if any ).
4.3 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, significant increase in the cost of labour and
other costs of manufacture ) , any change in delivery dates, quantities or specifications for the Goods which is requested by the
Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or
4.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in
Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to
deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport,
packaging and insurance.
4.5 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 TERMS OF PAYMENT
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, 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 such 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.
5.2 The Buyer shall pay the price of the Goods within the month following the date of the invoice 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. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prujudice to any other right or remedy available to the
Seller, the Seller shall be entitled to:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer;
5.3.2 appropiate 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 );
5.3.3 charge the Buyer compound interest on the amount unpaid ( both before and after any judgement )at the rate of 2% per month
in respect of the whole or part of each month that the amount outstanding shall remain unpaid provided that the Seller shall be
entitled ( but not bound ) to vary the rate of compound interest from time to time having regard to any fluctuations in the
lending rates of United Kingdom Banks
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Sellers premises at any time after the Seller has
notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller
delivering the Goods to that place. Where the Seller agrees to deliver the Goods otherwise than at the Sellers premises, the Seller
shall be under no obligation under section 32( 2 ) Sale of Goods Act 1979.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the
Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The
Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to delivery of up to five per cent
more or five per cent less than the quantity ordered . In such circumstances the invoice value of the Goods shall be subject to a
corresponding adjustment .
6.4 If the Seller fails to deliver the Goods 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.
6.5 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 Buyers reasonable control or by reason of the Sellers fault ) then,
without prejudice to any other right or remedy available to the Seller, the Seller may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs including insurance of storage; or
6.5.2 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 Contract
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 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
7.1.2 in the case of Goods to be delivered otherwise than at the Sellers premises, at the time of delivery or, if the Buyer wrongfully
fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.
7.2 notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, property in the Goods
shall not pass from the Seller to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the
Goods ( plus any applicable value added tax ) and of all other goods agreed to be sold by the Seller to the Buyer for which
payment is then due.
7.3 Until such time as property in the Goods passes from the Seller to the Buyer :
( a ) the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and – at no cost to the Seller – shall keep the Goods
sepereate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers
( b ) notwithstanding that the Goods ( or any part of them ) remain the property of the Seller, the Buyer may sell or use the Goods at
full market value in the ordinary course of its business and shall account to the Seller for the proceeds of sale or otherwise of the
Goods, whether tangible or intangible, including insurance proceeds;
( c ) the Buyer shall keep all such proceeds referred to in the previous sub-paragraoh from any moneys or property of the Buyer and
third parties and, in the case of tangible proceeds, properly stored, protected and insured;
( d ) (provided the Goods are still in existence and have not been resold ), 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;
( e ) the Buyer hereby grants to the Seller its agents and employees an irrevocable licence to enter into any premises where the Goods
are stored in order to repossess them or inspect them at any time;
( f ) the Buyer shall not be entitled to pledge 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 moneys owing by the Buyer to the Seller shall ( without prejudice to
any other right or remedy of the Seller ) forthwith become due and payable; and
( g ) without prejudice to the foregoing, the Buyers right to possession of the Goods shall cease if ( a ) the Buyer has not paid for
the Goods in full by the expiry of any credit period allowed by these terms ( b ) the Buyer is declared bankrupt or makes any
composition or voluntary or other arrangement with creditors or ( c ) a receiver, liquidator or adminstrator is appointed in
respect of the Buyer, the Buyers business or any Company in the same group of companies of which the Buyer forms part.
8 WARRANTIES AND LIABILITY
8.1 The Sellers liability under any express warranties, terms, conditions or guarantees shall be subject to the following conditions :
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification
suppied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, tampering, negligence,
abnormal working conditions, failure to follow the Seller’s instructions ( whether oral or in writing ), misuse or alteration or repair
of the Goods without the Sellers approval:
8.2.3 the Seller shall be under no liability under any warranty, condition or guarantee if the total price for the Goods has not been
paid by the due date for payment;
8.2.4 any warranty by the Seller does not extend to items, parts, materials or equipment not manufactured by the Seller, in respect of
which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer
( within the meaning of UCTA ), all warranties, conditions or other terms implied by statute or common law are excluded to the
fullest extent permitted by law.
8.4 Where the Buyer is dealing as a Consumer ( as defined by Consumer Transactions ( Restrictions on Statements ) Order 1976) the
statutory rights of the Buyer are not affected by these Conditions.
8.5 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
specification shall ( whether or not delivery is refused by the Buyer ) be notified to the Seller within 7 days from the date of
delivery or ( where the defect or failure was not apparent on reasonable inspection ) within a reasonable time after discovery of
the defect or failure. If delivery is not refused and the Buyer does not notify the Seller accordingly, 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. In no event shall the Buyer be entitled to reject the Goods on
the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them.
8.6 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 specification 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 Sellers 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.
8.7 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 consequential compensation whatsoever and 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 of their use or resale by the Buyer, except as
expressley provided in these Conditions.
8.8 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 the following shall be regarded as causes
beyond the Seller’s reasonable control:
8.8.1 act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock-outs or other industrial actions or trade disputes ( whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design,
trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all
loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be
paid by the Buyer in settlement of the claim, provided that :
9.1.1 the Seller is given full control of any proceedings or negotiations with any such claim;
9.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without
the consent of the Seller ( which shall not be unreasonably withheld );
9.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in
relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such
policy or cover which the the Buyer shall use its best endeavours to do;
9.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs if
any awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer ( which consent shall not be
unreasonably withheld ) to be paid by any other party in respect of any such claim; and
9.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as
the Seller may resonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to
indemnify the Buyer under this clause.
10. INSOLVENCY OF BUYER
10.1 This clause applies if :
10.1.1 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 ) becomes subject to an Adminstration Order or goes into
liquidation ( otherwise than for the purposes of amalgamation or reconstruction ); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 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.
10.2 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.
11. EXPORT TERMS
11.1 In these Conditions ‘ Incoterms ‘ means the international rules of the interpretation of trade terms of the International Chamber
of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression
which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these
Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
11.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall ( subject to any special
terms agreed in writing between the Buyer and the Seller ) apply notwithstanding any other provision of these Conditions.
11.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the
country of destination and for the payment of any duties thereon.
11.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered FOB to the air or sea port of
shipment and the Seller shall be under no obligation to give notice under section 32 (3) of the Sale of Goods Act 1979.
11.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Sellers premises before shipment. The
Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which
is made after shipment, or in respect of any damage during transit.
11.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller
and confirmed by a bank in the United Kingdom acceptable to the Seller or, if the Seller has agreed in Writing on or before
acceptance of the Buyers order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of
exchange drawn on the Buyer payable 60 days after sight to the order of the Seller at such branch of Barclays Bank as may be
specified in the bill of exchange.
12.1 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 to this provision to the party giving this notice.
12.2 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.
12.3 If any provision of these Conditions is held by any competent authority ( or is expressley so conceded in Writing by the Seller ) to
be invalid or unenforcable 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.
12.4 The Contract shall be governed by the laws of England and the English Courts shall have exclusive jurisdiction.
Argex Limited Registered Office : 130 Hockley Hill , Birmingham B18 5AN
Registered in England and Wales : number 02911407