Miswa Chemicals Ltd – Terms and Conditions for the Sale of Goods

The customer's attention is drawn in particular to clause 8.

1. Interpretation

1.1 Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 4.3.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Losses: all liabilities, damages, losses, fines, expenses and costs.

Order: the Customer's order for the Goods, including website orders.

Specification: any agreed written specification including drawings.

Supplier: Miswa Chemicals (company number 01579877).

Warranty Period: see clause 5.1.

1.2 Interpretation:

A person includes a natural or corporate body.

A reference to legislation includes amendments and subordinate legislation.

Including/in particular/for example are illustrative only.

Writing includes email but excludes fax.

2. Basis of Contract

2.1 These Conditions apply exclusively.

2.2 Orders must be accurate.

2.3 Orders are accepted when written acceptance is issued or fulfilment begins.

2.4 Customer waives reliance on inconsistent terms.

2.5 Samples and website descriptions are approximate only.

2.6 Quotations valid for 20 Business Days.

3. Goods

3.1 Goods described in catalogue/website or Specification.

3.2 Customer indemnifies Supplier for IP infringement relating to Customer Specification.

3.3 Supplier may amend Specification to comply with law.

3.4 Customer responsible for suitability of Goods including professional‑use items.

4. Delivery

4.1 Supplier delivers unless agreed otherwise.

4.2 Delivery via tail lift unless stated; delivery note provided.

4.3 Delivery at the Delivery Location; access restrictions may incur charges.

4.4 Delivery completes when unloaded.

4.5 Delivery dates approximate; Supplier not liable for delay beyond control.

4.6 Supplier not liable where Customer fails to prepare or provide access.

4.7 Liability limited to replacement cost difference.

4.8 Failure to accept delivery results in deemed delivery and storage charges.

4.9 After 10 Business Days Supplier may resell Goods.

4.10 +/- 5% delivery variance not grounds for rejection.

4.11 Instalments are separate contracts.

4.12 Customer must inspect Goods on arrival; claims within 3 days.

5. Quality

5.1 Goods warranted for 90 days.

5.2 Supplier may repair, replace or refund defective Goods.

5.3 Warranty exclusions include misuse, alterations, and Customer Specification.

5.4 Returns outside warranty subject to restocking fees.

5.5 No further liability beyond stated warranty.

5.6 Implied terms excluded.

5.7 Repaired/replaced Goods covered by Conditions.

6. Title and Risk

6.1 Risk passes on delivery.

6.2 Title passes on full payment or resale.

6.3 Customer must store, maintain, insure Goods and notify events.

6.4 Customer may resell as principal.

6.5 Supplier may terminate resale rights and recover Goods.

7. Price and Payment

7.1 Price is Order price or website/price list price.

7.2 Supplier may increase price due to cost changes.

7.3 Prices exclude VAT but include standard delivery.

7.4 Payment required before manufacture/delivery unless agreed.

7.5 Invoices payable within 30 days unless agreed otherwise.

7.6 Interest charged at 4% above base rate.

7.7 Customer pays recovery costs for overdue sums.

7.8 Payment must be in full without set‑off.

8. Limitation of Liability

8.1 Limitations reflect pricing.

8.2 Liability includes all types under Contract.

8.3 No limitation for death, fraud, title, defective products, illegality, or payment obligations.

8.4 Liability capped at amount paid.

8.5 Excludes loss of profits, business, data, goodwill or indirect loss.

8.6 Made‑to‑order Goods non‑returnable.

8.7 Clause survives termination.

8.8 Customer acknowledges limitations are reasonable.

9. Termination

9.1 Supplier may terminate for breach, insolvency or business cessation.

9.2 Supplier may suspend supply where Customer risks insolvency or fails to pay.

9.3 Failure to pay permits termination.

9.4 Customer must pay all outstanding sums on termination.

9.5 Accrued rights remain.

9.6 Clauses intended to survive termination remain in effect.

10. Force Majeure

Not liable for delays caused by Force Majeure. After 28 days, either party may terminate with 7 days’ notice.

11. General

11.1 Assignment: Supplier may assign; Customer requires written consent.

11.2 Confidentiality: Information must remain confidential except where required by law.

11.3 Entire Agreement: Contract is the entire agreement.

11.4 Variation: Must be in writing.

11.5 Waiver: Must be written; delays not waivers.

11.6 Severance: Invalid terms removed; remainder stands.

11.7 Notices: Sent by hand, post or email. Supplier email: orders@miswa.com.

11.8 Third‑Party Rights: None.

11.9 Governing Law: England & Wales.

11.10 Jurisdiction: Courts of England & Wales have exclusive jurisdiction.