Terms & Conditions
CONDITIONS OF SALE
FOR GOODS SUPPLIED BY VERSATILE PRODUCTS (BOP) LTD (VERSATILE)
1. Condition Paramount
a) All goods are supplied on the basis of these conditions and in the event of any conflict between these conditions and the provisions of any document used by the buyer or any other arrangement between the parties; these conditions shall prevail unless otherwise agreed in writing signed by both parties. The following terms shall be incorporated into each contract entered into between the buyer and Versatile for the supply of goods.
b) The buyer acknowledges that;
i) Versatile has not made any representations about the goods, represented that the goods are fit for any particular purpose, applied any description to the goods or provided any express guarantee (as defined in the Consumer Guarantees Act 1993); and
ii) The buyer has not made known to Versatile any particular purpose for which the goods are being acquired; other than those expressly confirmed by Versatile in writing.
a) All orders are accepted by Versatile subject to supply and to prices ruling at time of delivery.
a) All sales are to be cash unless an account has been approved and a credit account application signed.
b) In the event that the account is not met within Versatile’s trading terms, Versatile reserves the right to withdraw credit at any time and to add all costs of collection to the account.
c) Any dispute regarding prices must be raised within seven days of receipt of the goods. Failure to do so will invalidate any such claim.
a) Any dispute regarding delivery of goods ordered must be raised within seven days of receipt. Any time of delivery is approximate only and Versatile accepts no liability for late delivery.
5. Risk and Ownership
a) Title (both legal and equitable) in the goods will not pass to the buyer until;
i) The buyer has paid to Versatile all monies owing by the buyer to Versatile whether in relation to any contract entered into on these standard terms or on any other account whatsoever (“the Indebtedness”).
ii) Has resold the goods pursuant to the authority granted by these conditions.
b) The goods will be at the buyer's risk immediately on delivery to the buyer or into the buyer's custody (whichever is sooner) and the buyer is responsible for insuring the goods from this time even though title in the goods may not have passed to the buyer.
c) Where goods are processed prior to repayment of the Indebtedness, ownership of those products and/or such part or parts as are identifiable as being substantially derived from the goods supplied by Versatile (“Processed Goods”) shall remain with Versatile until the earlier of payment of the Indebtedness or such as the Processed Goods have been sold by the buyer pursuant to these standard conditions of sale.
d) While ownership of the goods or Processed Goods remains with Versatile;
i) The buyer must store them separately and clearly identify them as belonging to Versatile.
ii) Versatile authorises the buyer in the ordinary course of its business to use the goods or the Processed goods or sell them for full consideration. This authority is revoked from the time that:
(1) An event of default occurs; or
(2) Versatile notifies the buyer in writing that this authority is revoked.
iii) As the buyer’s agent, Versatile may enter the premises where the goods or Processed Goods are stored and remove them, without being responsible for any damage caused in doing so. Versatile may resell any goods or Processed Goods and apply the proceeds of sale in reduction of the Indebtedness; and
iv) The buyer must advise Versatile immediately of any event of default or any action by a third party (including any of its creditors) affecting Versatile’s interest in the goods or the Processed Goods.
e) Versatile may apply any payments received from or on behalf of the buyer in reduction of the Indebtedness as Versatile thinks fit.
f) If the buyer resells or uses any goods or Processed Goods before ownership of the goods or Processed Goods has passed to the buyer, the proceeds of such sale shall be received and held by the buyer (in whatever form) in trust for both the buyer and Versatile. Versatile’s interest as beneficiary under that trust shall be that portion of the proceeds, which does not exceed the Indebtedness to Versatile. The balance of the proceeds (if any) shall be the buyer's beneficial interest under the trust.
g) Versatile may bring an action for the price of the goods or the Processed Goods even where ownership of the goods or any Processed Goods may not have passed to the buyer.
6. Security Interest
Notwithstanding clause 5, the parties acknowledge that from the date the Personal Property Securities Act 1999 comes into force (pursuant to section 1 of that Act), the buyer grants Versatile a security interest over all of the goods delivered to the buyer after that date.
The buyer agrees not to change its name without first notifying Versatile in writing of the proposed new name and the date at which the name will be changed.
The buyer waivers the right to receive a copy of the verification statement under section 148 of that Act.
7. Default by the Buyer
If the buyer commits an event of default, Versatile may, notwithstanding any waiver of such default or failure and without prejudice to its other rights, call up outstanding balances on any credit account suspend delivery, cancel any order or require payment in cash or on delivery of goods, notwithstanding the terms of payment herein specified.
The parties agree that sections 133 and 134 of the Personal Property Securities Act 1999 shall not apply on enforcement by Versatile of the security interest created by these terms.
8. Consumer Guarantees Act 1993
a) If the buyer is acquiring goods from Versatile;
i) that are goods not ordinarily acquired for personal, domestic or household use;
ii) for use in a business; or
iii) for resale or supply to another person in trade;
iv) the buyer agrees that the provisions of the Consumer Guarantees Act do not apply.
b) If the provisions of the Consumer Guarantees Act 1993 do apply to the contract, clauses 3(c), 4 (as relates to time for raising disputes) and 10 of these conditions shall have no effect and the responsibility of Versatile and the rights and remedies of the buyer in respect of the supply of goods by Versatile to the buyer shall be governed by the Consumer Guarantees Act 1993.
c) Nothing in these conditions is intended to have the effect of contracting out of the provision of the Consumer Guarantees Act 1993 except to the extent permitted by the Act.
9. Buyer's Obligations
a) Where the buyer supplies the goods in trade to a person acquiring them for business purposes it shall be a term of the buyer's contract with that person that the Consumer Guarantees Act 1993 does not apply in respect of the goods.
b) Where the buyer supplies the goods to any other person in the course of trade, the buyer must not give or make any undertaking, assertion of representation in relation to the goods without Versatile’s prior approval in writing, and the buyer must not represent that it is acting as an agent of Versatile.
c) The buyer agrees to indemnify Versatile against any liability, expense or cost incurred by Versatile as a result of any breach by the buyer of the obligations contained in this clause 9.
10. Liability of Versatile
a) Versatile shall not be held responsible for variation in shade of mixed paint product, or for damages consequential from the variation of shade of product supplied. It is the buyer's responsibility to ensure compatibility of the products with that existing and for colour match, by testing on a small, inconspicuous area of the item being treated. Versatile takes no liability for damage consequential on or resulting from the use of any goods not used to manufacturer's recommendations, instruction or intentions.
11. Liability of Versatile
a) This clause applies only where the provisions of the Consumer Guarantees Act 1993 do not apply to the contract.
b) The liability of Versatile in respect of any claim or action by the buyer for any remedy or compensation for any loss, injury, costs, expenses or damage (including without limitation, consequential loss or indirect damages) arising directly or indirectly out of the supply or delivery of goods by Versatile to the buyer, or the failure by Versatile to supply goods in accordance with the contract or otherwise in connection with the goods or any advice, recommendation, information or services provided by Versatile including, without limitation, any claim or action based on any condition warranties, descriptions or representations whether express or implied by law, trade customer or otherwise is limited to;
i) the replacement of the goods supplied or the supply of the equivalent goods; or
ii) the payment of the cost of replacing the goods or of acquiring equivalent goods; at the option of Versatile.
c) Versatile gives no warranty of freedom from patent infringement in relation to the use of any formula information or advice given by it.
12. Event of Default
"Event of Default" means an event where:
a) the buyer fails to comply with these conditions or any other contract with Versatile; or
b) the buyer commits an act of bankruptcy; or
c) the buyer enters into any composition or arrangement with its creditors; or
d) if the buyer is a company:
i) the buyer does anything that would make it liable to be put into liquidation; or
ii) a resolution is passed or any application is made for the liquidation of the buyer; or
iii) a receiver or statutory manager is appointed over all or any assets of the buyer.
Receipt of a copy of the Conditions is hereby acknowledged by virtue of ordering on this website.