SUMITOMO CORPORATION (UK) PLC

GENERAL TERMS AND CONDITIONS

1.GENERAL
All sale by Seller shall exclusively be governed by the terms and conditions specified herein. Any deviating conditions or confirmations of Buyer shall be applicable only, if and in so far as Seller has expressly consented to them in writing. Seller's mere silence with respect to such deviating conditions or confirmations shall not be construed as acknowledgement or consent. Seller hereby expressly objects to all such deviating conditions or confirmations of Buyer.

2. DELIVERY
The obligation of Seller to deliver the goods specified on the face of this contract ("Goods") by the time or within the period stipulated on the face of this contract shall be subject to the availability of necessary space of a vessel, aircraft, truck, railway or other means of transportation agreed by the parties hereunder.

If this contract is based on a F.O.B., F.A.S. or any other terms under which Buyer shall secure necessary vessel's space, Buyer shall do so on the basis of berth terms. In case Buyer shall contract for the carriage of the Goods, Buyer shall give Seller due delivery instructions within a reasonable time prior to delivery, so as to enable Seller to have the Goods ready for delivery. Failure of buyer to give such instructions in time is a breach of this contract and Seller, for the account and at the risk of Buyer, may, at its discretion either (i) contract for the carriage of the Goods and make delivery, (ii) arrange for the storage and/or dispose of the Goods or (iii) terminate this contract or any part thereof, without prejudice to any other rights and remedies Seller may have.

In case of delivery in instalments, any delay or failure in delivery of one lot shall not he deemed a breach of this contract giving rise to a right of Buyer to cancel this contract or refuse to accept the performance with respect to the other lots.

The risk of loss of the Goods shall pass to Buyer when Seller delivers the Goods to a carrier, provided that if such a trade term as contained in the Incoterms of the latest edition ("Incoterms") is used on the face of this contract in connection with the delivery terms, the risk of loss of the Goods shall pass in accordance with the provisions of Incoterms.

For the purpose of this general terms and conditions, the term "delivery" or "deliver" shall mean "shipment" or "ship", in case this contract is based on F.O.B. , C.&F. or C.I.F.

3. PAYMENT
lf payment for the Goods shall be made by a letter of credit, Buyer shall, unless otherwise specified, establish in favour of Seller an irrevocable letter of credit on terms satisfactory to Seller negotiable on sight draft through a prime bank of good international repute, which shall be received by Seller immediately after conclusion of this contract. The letter of credit shall remain valid for at least fifteen (15) days after the latest time of delivery. If the letter of credit is dishonoured, Buyer shall pay Seller directly and unconditionally.

Buyer shall pay the price specified on the face of this contract without set-off, counterclaim, recoupment or other similar rights which Buyer may have against Seller, which rights shall be exercised in separate proceedings between Buyer and Seller.

If Buyer fails to pay for the Goods in accordance with this contract, Buyer shall pay to Seller as liquidated damages and not as a penalty, overdue interest on the unpaid amount from the due date of such payment until the date of actual payment (as well after as before judgement) at the rate of three (3) percent per annum over the London Interbank Offered Rate for deposits in the currency in which the unpaid amount is denominated for such successive periods as Seller may from time to time determine ("Libor"). The Libor shall be the rate quoted by a prime bank in London to be chosen by Seller, on the due date (or if not a business day, on the next succeeding business day) with respect to the period immediately after the due date, or on the date of the expiry of each period (or if not a business day, on the next succeeding business day), with respect to the period immediately succeeding such period.

If Buyer's failure to make payment or otherwise perform its obligations hereunder is reasonably anticipated, Seller may demand Buyer to provide, within a reasonable time, adequate assurance satisfactory to Seller of the due performance of this contract and withhold delivery of the undelivered Goods until such assurance is given.

4. INCREASED COST
Any new, additional or increased freight rates, surcharges (bunker, currency, congestion or other surcharges), taxes, customs duties, export or import surcharges or other governmental charges, or insurance premiums, which may be incurred by Seller with respect to the Goods after the conclusion of this contract, shall be for the account of Buyer and shall be reimbursed to Seller by Buyer within a reasonable time on demand.

5. TAXES AND DUTIES
All taxes, duties, costs and charges attributable to the laws of any national or local government or agency thereof that may be assessed in the country of destination stipulated on the face of this contract or the country of Buyer on any transactions herein contained, including but not limited to import duty and surcharge, shall be borne and paid by Buyer.

6. INSPECTION AND WARRANTY
UNLESS EXPRESSLY STIPULATED ON THE FACE OF THIS CONTRACT, SELLER MAKES NO WARRANTY OR CONDITION, EXPRESSLY OR IMPLIEDLY, AS TO THE DESCRIPTION OR QUALITY OF THE GOODS OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OF THEIR USE OR MERCHANTABILITY OR AS TO THEIR CORRESPONDENCE WITH SAMPLE. IF ANY WARRANTY EXISTS, SELLER'S LIABILITY SHALL BE LIMITED TO REPLACEMENT OR REPAIR OF THE DEFECTIVE GOODS OR TO REFUND OF THE PRICE OF THE GOODS, AT SELLER'S OPTION.

Buyer shall promptly inspect the Goods and notify Seller of defects in any of the Goods within thirty (30) days after the arrival of the Goods at the place of destination as stipulated on the face of this contract, provided that in the case of defects which are apparent from a visual inspection a period of fifteen (15) days shall apply in place of thirty (30) days referred to above. Buyer's notification of defects shall contain full particulars with evidence certified by an authorised surveyor. If Buyer fails to give requisite notice, the Goods shall be conclusively presumed to be free from any defects and Buyer shall he deemed to have accepted the Goods accordingly.

7. WARNINGS, LABELS, INSTRUCTIONS, ETC.
Where the Goods are supplied with any warnings, labels, instructions, stickers, manuals or other information (together referred to as "Instructions") whether printed or otherwise appearing on or affixed to the Goods (or any part thereof) or any packaging in which the Goods are supplied or otherwise supplied separately with the Goods and whether in the form of writing, pictures, drawings, diagrams, carriage, tolerances or other treatment of the Goods, Buyer shall ensure that all such Instructions are not lost or damaged in any way while the Goods are in its possession or under its control and that they are supplied with the Goods when Buyer releases them from its possession or control.

8. INDEMNITY 
Buyer shall assume all risk and liability resulting from any use, process, consumption, resale, or other disposition by it or its customers of the Goods (whether on their own or in conjunction with other materials or substances).

Buyer shall indemnify Seller against all actions, suits, claims, demands, losses, charges, costs and expenses which Seller may suffer or incur in connection with any claim by any third party alleging facts which if established would evidence a breach of the undertakings or representations on the part of Buyer contained in Clauses 6 and 7.

9. FORCE MAJEURE
11 the performance by Seller of its obligations hereunder is directly or indirectly affected or prevented by Acts of God, fire, explosion or other catastrophes, epidemic, quarantine restriction, perils of the sea, war declared or not or threat of the same, civil commotion, blockade, arrest or restraint of government, rulers or people, strike, lockout sabotage or other labour dispute, accident, breakdown or unavailability of whole or part of machinery, plant, transportation or loading facility, governmental request, guidance, order or regulation, severe shortage of oil, gas, electricity or materials, bankruptcy or insolvency or reorganisation of the manufacturer or supplier of the Goods, or any other cause or causes or circumstances whatsoever beyond the reasonable control of seller or manufacturer or supplier of the Goods, then Seller shall not be liable for loss or damage, or failure of or delay in performing its obligations under this contract and may, at its option, extend the time of delivery of the Goods or terminate unconditionally and without liability the unfulfilled portion of this contract to the extent so affected or prevented.

10. DEFAULT
In the event of (i) Buyer's failure to perform any provisions of this or any other contract with Seller; (ii) Buyer's dissolution, liquidation, insolvency or bankruptcy, or the filing of any voluntary or involuntary petition of bankruptcy, insolvency, reorganisation or any other similar proceedings regarding Buyer; (iii) appointment of a trustee, receiver, administrator or liquidator of Buyer or of any material part of Buyer's asset's or properties; (iv) general assignment for the creditors of Buyer; (v) a change of the control of Buyer, the result of which would in the reasonable judgement of Seller materially and adversely affect the ability of Buyer to fulfil its obligations under this contract; (vi) enforcement upon the assets of Buyer of any order regarding attachment or provisional attachment or other similar court orders, other than one which is removed within ten (10) days; or (vii) Buyer's cessation of carrying on its business or a substantial part thereof ("Events of Default"), Seller may, at its sole discretion, by notice in writing to Buyer to this effect (i) terminate this and/or any other contract with Seller or any part thereof; (ii) declare all obligations of Buyer immediately due and payable; (iii) resell or hold the Goods for Buyer's account and risk; (iv) postpone the delivery of the Goods; and/or (v) stop the Goods in transit, and Buyer shall reimburse Seller for all losses or damages arising directly or indirectly from such Events of Default.

11. INDUSTRIAL PROPERTY RIGHTS
Nothing herein contained shall be construed as transferring any patent, trademark, utility model, design, copyright, mask work or any other intellectual property rights in the Goods, all such rights being expressly reserved to the true and lawful owner.

Seller shall not be responsible for any infringement or unauthorised use with regard to patent, utility model, trademark, design, copyright, mask work or any other industrial property right. In case any dispute or claim arises in connection with the above right(s), Seller reserves the right to cancel this contract and hold itself free from any liability arising therefrom.

12. TITLE
For so long as any amounts remain owing from Buyer to Seller (whether immediately, due or not) title to and property in any of the Goods shall remain with Seller and the Goods shall be held by Buyer on behalf of Seller in a fiduciary capacity. Buyer may sell such Goods to a third party in the ordinary course of Buyer's business, provided that any such sale shall be made as agent for Seller.

Seller's title to the Goods shall remain notwithstanding any incorporation of the same in or mixture of the same with any other goods and Seller shall be entitled to receive out of the proceeds of sale of article incorporating the Goods an amount equal to the price payable by Buyer to Seller in respect of such Goods.

Upon Buyer's failure to pay any amounts when due and/or upon cancellation or termination of this contract for any reason Seller shall have the right to take possession and remove from Buyer any Goods to which Seller has title at any time and/or to require any proceeds of sale of any of the Goods previously sold by Buyer shall be held by Buyer on trust for Seller and such proceeds shall be credited to a separate account and paid over forthwith to Seller less an amount equal to the difference between the price for the Goods obtained by Buyer and the price for the Goods paid to Seller. Seller's taking of such possession shall be without prejudice to any other remedies Seller may have.

13. LIMITATION
SELLER SHALL NOT BE RESPONSIBLE, WHETHER IN CONTRACT OR WARRANTY, TORT OR ON ANY OTHER BASIS, TO BUYER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES, AND IN NO EVENT SHALL SELLER'S TOTAL LIABILITY ON ANY OR ALL CLAIMS FROM BUYER EXCEED THE PRICE OF THE GOODS.

14. MISCELLANEOUS
(1) In case there is any provision on the face of this contract which prohibits or restricts Buyer from or to doing certain acts (e.g. destination restriction clause), Buyer shall ensure that its customers and users of the Goods will comply with such prohibition or restriction, provided that this provision shall not, in any way, be construed to diminish Buyer's obligation to comply with such prohibition or restriction.

(2) The rights and remedies of Seller hereunder are cumulative and in addition to Seller's rights, powers and remedies existing at law, or in equity or otherwise.

(3) The failure of Seller at any time to require full performance by Buyer of the terms hereof shall not affect the right of Seller to enforce the same. The waiver by Seller of any breach of any provision of this contract shall not be construed as a waiver of any succeeding breach of such provision or waiver of the provision itself.

(4) Buyer shall not transfer or assign this contract or any part thereof.

(5) This contract constitutes the entire agreement between the parties hereto and supersedes all prior or contemporaneous communications or agreements or undertakings with regard to the subject matter thereof. This contract may not be modified or amended except by a written agreement of the parties hereto.

(6) The trade terms herein used, such as F.O.B., C.&F., and C.I.F., shall be interpreted in accordance with Incoterms. In all other respects, this contract shall be governed by and construed in accordance with the laws of England.

(7) In case Buyer is a corporation, entity or partnership established outside U.K., which does not have a branch in U.K., all disputes, controversies or differences arising out of or relating to this contract or the breach thereof, which cannot be settled by mutual accord, shall be settled by arbitration in London under the Rules of the London Court of International Arbitration. The award of the arbitration shall he final and binding upon the parties hereto and shall not be appealed to any court.

In case Buyer is not such corporation, entity or partnership as mentioned in the preceding sentence, the High Court in London will have the exclusive jurisdiction over such disputes, controversies or differences.

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