1.  Definitions

In these Terms and Conditions the following expressions are to be understood as defined below:

  1. ‘the Company’ shall mean ‘The Naughty Sheep Limited’ also, in the main agreement, call “the Principal”;
  2. ‘the Buyer’ shall mean the person, firm, company or organisation with whom the contract to sell the goods is made by the Company; also, in the main agreement, called “The Distributor;
  3. ‘the Products’ shall mean the products described in the contract for the sale or supply of goods between the Company and the Buyer and in Schedule A of the Agreement.

2.  Conditions

These conditions shall form the basis of the contract between the Company and the Buyer. Notwithstanding anything to the contrary in the Buyer’s standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by the head office of the Company. No servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the condition of the Products, their fitness for any purpose, or any other matter whatsoever.

3.  Acceptance of Orders

Orders are accepted subject to the following terms and conditions which are deemed to be incorporated in all contracts of the Company to sell Products and on the understanding that the Buyer when placing an order accepts these terms and conditions and agrees to waive those of his own conditions which conflict with, or are in addition to, these general terms and conditions of sale. No other conditions shall apply unless agreed in writing by the Company.

4.  Prices

Prices are as shown in the written quotation given by the Company to the Buyer for each proposed purchase of Products by the Buyer. Prices are quoted in £Sterling, EXW IPSWICH or other agreed point of delivery.

The trade term ‘EXW’ (Ex Works) or any other agreed term is to be understood as defined in “INCOTERMS 2000” published by the International Chamber of Commerce The duties, rights and liabilities of both parties are clearly stated in the “Terms”.

All prices quoted for deliveries outside the European Union are excluding VAT (Value Added Tax) or other national tax in either the country of the Seller or the country of the Buyer. If VAT is chargeable within the European Union by the Company in accordance with national or EU VAT regulations, it will be invoiced at the appropriate rate and in the appropriate way for the country of destination concerned or will not be charged if the Buyer can supply a local VAT registration number.

5.  Cost Variation

Quotations made by the Company are, unless otherwise stated, based on the cost of products at the time that the quotation or estimate is given and are subject to amendment on or after acceptance of order and up to the time of dispatch of the Products to the Buyer should there be any unforeseen change in the market cost of the Products due to strikes, force majeure happenings or to acts of governmental authorities.

6.  Payment

Payment terms are 30 days from date of invoice unless otherwise agreed formally in writing.

7.  Time of Delivery

Any delivery time referred to in any quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Buyer and accepted in wring by the Company and with the production of all necessary information in writing to fulfil the order.

The Company undertakes to use its best endeavours to dispatch the Products on the promised delivery date, but does not guarantee to do so. Time of delivery shall not be the essence of the contract unless expressly stipulated in writing.

If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of bout-in components or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted by the Buyer.

8.  Passage of Title and Risk

From the time of delivery of Products to the Buyer by the Company in accordance with the INCOTERM of delivery used for the transaction, those Products shall be at the Buyer’s risk and the Buyer shall be solely responsible for their custody and maintenance and, unless expressly agreed in writing, such Products shall remain the property of the Company until all payments have been made and the Buyer shall keep the Products labelled as belonging to the Company.

9.  Shortages and Damage and Guarantee

The Buyer shall carry out a thorough inspection of the Products immediately after delivery and shall notify the delivery of obvious faults, shortages and damage and shall sign the delivery note accordingly. The Buyer shall also inform the head office of the Company in writing. If there is short delivery, the Buyer undertakes not to reject the whole but to accept the goods delivered as part performance of the contract.

The liability of the Company under this guarantee shall be limited to the invoice value of the Product(s).

The Company is not liable for any consequential loss or damage however caused. It shall be the duty of the Buyer to insure against such consequential loss and hold the Company harmless.

10.  Frustrated or Delayed Delivery

Whilst every endeavor will be made to adhere to quoted delivery times, the Company cannot accept liability for any losses incurred by the Buyer that result from delay. Delays shall not entitle the Buyer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company. The Company reserves the right to make partial deliveries. In case of delays caused by circumstances beyond its control, including force majeure happenings such as fires, floods, earthquakes, wars,, strikes, riots, civil commotions, epidemics and unpredictable natural events beyond the control of the Company or acts of governmental authorities, including supra-national governmental bodies, the Company retains the right to either suspend deliveries or to cancel the contract without liability.

11.  Variation or Suspension of Work

In the event of any change of an order by the Buyer, any price quoted by the Company may be adjusted accordingly. In the event of the order being cancelled after the Seller has begun to execute it, the Buyer shall be liable to pay the Company for all expenses and costs incurred in addition to loss of profit incurred as a result.

12.  Default or Insolvency of Buyer

If the Buyer should fail to accept the Products or any instalment thereof or shall fail to pay any sum due to the Company at the proper time, or if the Buyer shall commit any act of bankruptcy or in any bankruptcy petition be presented against him, or if the Buyer is a company, a petition to wind up such a company shall be passed or prescribed or if a receiver of the whole or any part of such company’s assets shall be appointed, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Buyer or may, by notice in writing suspend further deliveries of Products until any faults by the Buyer are rectified.

13.  Specifications/Descriptions

All Products delivered will generally be to the Seller’s specifications and descriptions unless Products are supplied solely in accordance with the Buyer’s specification. The Company reserves the right, between the acceptance and delivery stages of any order, to make changes that are designed to improve the quality or performance of the Products.

14.  Assignment by Company

The Company reserves the right to assign the Contract with the Buyer or to sub-contract the whole or any part thereof to any person, firm, company or organisation.

15.  Jurisdictions

The place of jurisdiction shall be Suffolk for claims against the Company, Contracts shall in all respects be construed and operated as an English contract and in conformity with English Law. Titles of the causes shall not affect the legal meaning of the clauses.