1. Application

This contract is only valid when signed by the Director(s) of Insighttex Int’l Ltd (T/A Chilli Ltd a company registered in England under number 5351598) or authorized General Manager of the Company. No other terms and conditions shall apply to the sale of the Goods unless agreed upon in writing between the Buyer and Seller.

 

2. Warranty

Seller (INSIGHTTEX Int'l Ltd.) warrants that the goods delivered to Buyer in connection with the Sales Confirmation meet Seller's standard specification for the goods in effect at the date of delivery. This Warranty is valid for a period of 60 days from the date of shipment. This Warranty is void and of no effect if the goods or any articles made from the goods are not stored or handled in accordance with the product specifications and/or the Certificate of Analysis. Seller makes no further warranty regarding the goods, whether express or implied (including, without limitation, any warranty of merchantability or fitness for a particular purpose or arising from any course of dealing or trade usage). In case of a breach of this Warranty attributable solely to actions or omissions of Seller, at the Seller's option, the goods will be repaired or replaced or a credit in the amount of the sale price will be issued for the goods that fail to meet the warranted specifications following Seller's inspection of returned goods.

 

3. Returns

Goods delivered to Buyer and which breach Seller's Warranty must be returned in accordance with Seller's shipping specifications within 60 days from date of shipment for Warranty Claim purposes. After such time, written permission from the Seller for the return of such goods must be obtained.

 

4. Buyer

WarrantyBuyer warrants and acknowledges that it 1) has expertise with respect to the goods, any articles made from the goods, and their properties, 2) is familiar with the nature and use of the goods, 3) has received, read and understood Seller's labelling, Certificate of Analysis and other literature concerning the goods, including without limitation technical information provided by the manufacturer of the material(s) used by Seller in making the goods, and 4) is aware of and understands the methods and requirements for proper storage and handling of the goods and appreciates the significant potential for product degradation and/or failure that may result from improper storage and handling. Buyer agrees and warrants that it will advise all customers and users of the goods or articles made from the goods of the risk of degradation and/or failure resulting from improper storage and handling of the goods.

 

5. Limitation of Liability

Seller's responsibility for any claims, damages, expenses, losses or liabilities arising out of or related to the goods delivered hereunder or for non-delivery of goods shall not exceed the purchase price paid by Buyer for such goods. In no event shall Seller be liable for any special, indirect, incidental or consequential damage or expense of any character, including but not limited to loss of use of productive facilities or equipment, lost profit, property damage, personal injuries or lost production, whether suffered by Buyer or may third party, irrespective of whether claims or actions for such damages are based upon contract, tort (including negligence and negligent misrepresentation), warranty, strict liability or otherwise.

 

6. Indemnification

Buyer indemnifies and saves Seller harmless from all claims, losses, damages, expenses (including legal fees) and liability resulting from or in any way connected, directly or indirectly, with a breach of Buyer's Warranty or with the possession, handling, sale or use of the goods or articles made from the goods delivered hereunder.

 

7. Force Majeure

Should any cause beyond the control of a party hereto including, without limiting the generality of the foregoing, any war, threat of war, acts of terrorism, embargo, fire, flood, strike, lockout or accident, interfere with the product, sale, transportation, delivery or consumption, or with the supply to Seller from its regular source of supply, of the goods sold hereunder or any materials necessary for the manufacture thereof, than any such cause shall be deemed to be a case of Force Majeure.

 

8. Cancellation

Purchaser may cancel this contract upon written notice to Seller and only upon such terms as will indemnify and reimburse Seller for all loss or damage resulting therefrom, plus Seller's direct costs incurred, overhead, reasonable profits, costs and expenses to which Seller has become committed for fulfillment of the contract prior to cancellation.

 

9. Security

If at any time Buyer's financial responsibility appears unsatisfactory to Seller and Buyer fails to provide at Seller's request, satisfactory security in advance of any shipment, or if Buyer fails to comply with the terms of payment hereunder, Seller may then without prejudice to any of its other rights, defer any shipment hereunder until Buyer fulfills these obligations.

 

10. Title

Unless otherwise specified, the Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if full payment is not received in accordance with sales confirmation. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to the Seller at its own cost.

 

11. Taxes an other Charges

Unless otherwise specified in writing, the sale price for goods does not included any applicable sales, uses, gross receipts, governmental, value added, or other taxes imposed. All such taxes, duties and/or service charges hereafter imposed or increased shall be Buyer's sole responsibility. Unless otherwise specified in writing, responsibility for completion of all export and import duty and tax documentation for it applies to the purchase of goods from Seller and all related costs, will rest exclusively with Buyer.

 

12. Price Adjustments

Unless otherwise specified in writing, Seller has the right to change the price, freight allowance or terms of payment specified herein, provided Seller has given Buyer at least thirty days prior written notice of any such change. Seller has the right at all times to set-off any amounts receivable from Buyer against any amounts owned by Seller to Buyer.

 

13. Allocation

If for any reason Seller is unable to supply the total demand for the goods specified herein, Seller may in its sole discretion distribute its available supply of goods among its customers and Seller shall have no obligation to purchase supplies of the goods from third parties to enable it to perform its obligations to the Buyer.

 

14. No Waiver

No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or another provision.

 

15. Law and Jurisdiction

Any dispute, controversy, proceedings or claim between the Seller and the Buyer relating to these Terms and Conditions (including any contractual matters and obligations arising therefrom or associated therewith) shall fall within the laws and jurisdiction of the courts of England and Wales.

 

 

Chilli Ltd