Terms & Conditions
CONDITIONS OF SALE
1.1 In these conditions, the following words have the following meanings:
“Buyer” means the person, firm or company who purchases the Goods from Seller;
“Seller” means Zeina Collection a proprietorship company registered in Sri Lanka with offices at 79, maligawatte road, Colombo 10;
“Contract” means any contract between Buyer and Seller for the purchase and sale of the Goods, incorporating these conditions;
“Goods” means any goods agreed in the Contract to be supplied to Buyer by Seller (including any part or parts of them);
“Instructions & Warnings” means the instructions & warnings and other information and guidance relating to the Goods, including the transport and storage of the Goods, set out on/in the packaging of and/or any documentation accompanying the Goods;
2 BASIS OF SALE
2.1 Seller shall sell and Buyer shall purchase the Goods subject to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions (including any terms or conditions which Buyer purports to apply under any order, confirmation of order, specification or other document) and Buyer waives any right which it might otherwise have to rely on such terms and conditions.
2.3 Each order or acceptance of a quotation for Goods shall be deemed to be an offer by Buyer to purchase Goods subject to these conditions.
2.4 No order placed by Buyer shall be deemed to be accepted by Seller and no Contract will come into existence with Seller until the earlier of: (a) acknowledgement of order by Seller; or (b) delivery of Goods.
2.5 Buyer shall be responsible for ensuring that the terms of its order and any applicable specification are complete and accurate.
2.6 Save as expressly agreed otherwise by the Seller, any quotation is valid for a period of 90 days only from its date, provided that Seller has not previously withdrawn it.
3.1 The quantity and description of the Goods shall be as set out in Seller’s quotation, acknowledgement of order, invoice, despatch note or delivery note (as the case may be).
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Seller and any descriptions or illustrations contained in Seller’s catalogues, brochures or webpages are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract and this is not a sale by sample.
4 DELIVERY & NON-DELIVERY
4.1 Unless specified otherwise in the order, the Goods shall be delivered by or on behalf of the Seller to the location specified in the order.
4.2 Any dates specified for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Any liability of Seller for non-delivery of Goods, or damage to or partial loss of the Goods in transit, shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods, but otherwise, Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Contract unless such delay exceeds 60 days. Buyer must notify Seller if any Goods have not been delivered by the estimated delivery date, and all claims for non-delivery of any consignment, in whole or part, must be submitted in writing to the carrier and Seller or Seller’s agent promptly. In the absence of such notification, the Goods shall be deemed to have been delivered.
4.4 If for any reason Buyer fails to accept delivery of any of the Goods, or Seller is unable to deliver the Goods on time because Buyer has not provided sufficient information, the Goods shall be deemed to have been delivered.
4.5 The quantity of any consignment of Goods as recorded on Seller’s delivery note shall be conclusive evidence of the quantity received by Buyer on delivery. In case of dispute in respect of weight, carriers’ weight shall be binding.
4.6 Each order shall constitute a separate Contract and any delay in delivery of the Goods (or in installment thereof) shall not entitle Buyer to cancel any other contract or installment.
4.7 Seller reserves the right to charge Buyer for any increase in carriage, freight, insurance or other transit charges which may occur after the date of the Contract and any other extra charges incurred due to dispatch by a route other than the usual route if dispatch by that route is considered by Seller to be necessary.
5.1 The Goods are at the risk of Buyer from the time of delivery.
5.2 Ownership of the Goods shall not pass to Buyer until Seller has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the Goods; and (b) all other sums which are or which become due to Seller from Buyer on any account.
5.3 Until ownership of the Goods has passed to Buyer, Buyer shall: (a) hold the Goods on a fiduciary basis as the Seller’s bailee; and (b) maintain the Goods in satisfactory condition and keep them adequately insured on Seller’s behalf for their full price against risks.
5.4 Buyer may resell the Goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of Buyer’s business at full market value; and (b) any such sale shall be a sale of Seller’s property on Buyer’s own behalf and Buyer shall deal as principal when making such a sale.
5.5 Seller shall be entitled to cancel the Contract without liability (and suspend any further deliveries under the Contract) and Buyer’s right to possession of the Goods shall terminate immediately if: (a) Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof; or (b) Buyer is unable to pay its debts as they fall due or ceases to trade.
5.6 The Buyer shall be entitled to cancel the Contract by 7 days’ notice in writing, provided that the Buyer will remain liable for all costs incurred by Seller, including (but not limited to) production costs and costs incurred purchasing raw materials, up to and including the date of cancellation.