Definitions
- "Buyer" means the organization or person who buys the goods.
- "Goods" means the articles to be supplied to the Buyer by the Seller.
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"Intellectual Property Rights" means all patents, registered and unregistered designs, copyrights,
trademarks, know-how, and all other forms of intellectual property enforceable anywhere in the world.
- "Seller" means Matashi Crystals.
General
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These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of
all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at
any stage in the dealings between the parties, including any standard or printed terms tendered by the
Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such
terms to apply and this has been acknowledged by the Seller in writing.
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Any variation to these Terms and Conditions (including any special terms and conditions agreed between the
parties) shall be inapplicable unless agreed in writing by the Seller.
Price and Payment
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The price shall be the Recommended Retail Price less agreed discount, unless otherwise agreed in writing
between the parties.
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Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer
of credit will be at the sole discretion of the Seller.
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Where credit is offered payment of the price and any other applicable costs shall be due within 30 days of
the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is
not offered payment will be required before release of goods by the Seller.
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Late payments shall be subject to an interest charge of 5% per month or the highest interest rate
permissible by law, plus collection and attorney’s fees. Buyer shall make no set-off deduction without
Seller’s written consent.
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If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
- Require payment in advance of delivery in relation to any Goods not previously delivered
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Refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer
for non-delivery or any delay in delivery
Description
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Any description provided or applied to the Goods is solely for identification purposes and does not
constitute a sale by description. For clarity, the Buyer affirms that it does not rely on any such
description when entering into the contract.
Sample
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Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a
sample is representative in nature and the bulk of the order may differ slightly as a result of the
manufacturing process.
Delivery
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Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by
the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all
arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
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If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the
Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be
affected and the Buyer shall be liable for any expense associated with such storage.
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Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14
days of signed receipt to enable replacement or refund.
RISK
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Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect
the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection,
whichever happens first.
TITLE
- Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.
RETURN OF UNUSED GOODS
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All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold
by the Buyer, unless otherwise agreed, in which case the following terms apply.
- Any returns must be authorised by a representative of the Seller before any credit will be given.
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Where the Seller agrees to accept the return of goods that are not damaged the Buyer will be responsible
for the cost of shipping and will ensure that they are carefully packaged to avoid any damage in transit.
The Seller will not be obliged to accept any goods that are damaged in any way. The Seller will only accept
returns that appear in the Sellers current Publication List.
- Credit of amounts due or paid in will only be given for goods that are in saleable condition.
LIMITATION OF LIABILITY
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The Seller shall not be liable for any loss or damage suffered by the Buyer beyond the contract price.
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Nothing in these Terms and Conditions shall be interpreted to limit or exclude the Seller’s liability for
death or personal injury resulting from the negligence of the Seller or its employees or agents.
INTELLECTUAL PROPERTY RIGHTS
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All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement
shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all
that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate
instruments or the making of agreements with third parties.
FORCE MAJEURE
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The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or
failure results from events or circumstances outside its reasonable control, including but not limited to
acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or
unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a
reasonable extension of its obligations. If the delay persists for such time as the Seller considers
unreasonable, it may, without liability on its part, terminate the contract.
RELATIONSHIP OF PARTIES
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Nothing contained in these Terms and Conditions shall be construed as establishing or implying any
partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed
to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
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The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor
the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written
consent of the Seller.
WAIVER
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The failure by either party to enforce at any time or for any period any one or more of the Terms and
Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all
Terms and Conditions of this Agreement. Seller may terminate Buyer account without liability at discretion
of the Seller.
SEVERABILITY
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If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed
with the invalid, illegal or unenforceable provision eliminated.
GOVERNING LAW AND JURISDICTION
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The contract between Seller and Buyer shall be governed by the laws of the State of New York. Buyer and
Seller consent to the jurisdiction of the Courts of the State of New York
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By accepting this form, you acknowledge that you have read and understand Matashi
Crystals Terms and Conditions. Signing also confirms that you accept these Terms and Conditions. No orders
will ship without a signed Acknowledgment of Terms and Conditions.
