1. Acceptance of Orders
Any terms or conditions stated by the Buyer prior or subsequent hereto, shall not be binding on One-Shot if in conflict with, or in addition to, any of the provisions of these Terms and Conditions of Sale or the conditions of a distributor agreement between One-Shot and the Buyer. Unless expressly agreed to in writing by One-Shot, placement of an order by the Buyer, or acceptance by Buyer of any One-Shot goods shall constitute acceptance of these Terms and Conditions of Sale. Any representations made by sales representatives, employees or agents of One-Shot, inconsistent with these Terms and Conditions of Sale, shall not be binding on One-Shot and the Buyer shall not rely thereon.
2. Terms of Payment
Unless otherwise agreed in writing, all payment terms are 50% with order and balance prior to shipment to meeting the conditions for opening as speciﬁed by One-Shot to the Buyer. Any special agreed term invoices which remain unpaid for more than thirty (30) days after the due date as specified on the invoice, shall bear a late payment charge at the rate of 2% per month, assessed against the unpaid balance from the due date until date of payment. This late payment charge shall accrue, and be added to the unpaid balance, and shall be subject to further late payment charges. One-Shot reserves the right at any time to alter or suspend credit, or to change the credit terms provided herein, when in its sole opinion the ﬁnancial condition of the Buyer so warrants or such action is otherwise necessary or desirable to protect One-Shot. In any such case, in addition to any other remedies herein or by law provided, cash payment or satisfactory security from the Buyer may be required by One-Shot before shipment, and the due date of payment by the Buyer hereunder may be accelerated. Failure by the Buyer to pay any invoices when due automatically makes all subsequent invoices immediately due and payable, irrespective of otherwise applicable terms, and One-Shot may withhold all subsequent deliveries until the full account of the Buyer is settled. Acceptance by One-Shot of less than full payment shall not constitute a waiver of any of its rights. By placing an order with One-Shot, or by accepting goods delivered, the Buyer represents that it is not "insolvent" as that term is deﬁned under applicable law. In the event that Buyer becomes insolvent before delivery of the goods, her shall immediately notify One-Shot.
A failure to notify One-Shot shall be construed as a reaffirmation by Buyer of solvency at the time of delivery. One-Shot shall also have the right to stop delivery of the goods by a carrier if the Buyer becomes insolvent, repudiates or fails to make, a payment due before delivery, or if for any other reason One-Shot has a right to withhold or reclaim the goods under this contract or applicable law. One-Shot shall have the right to stop delivery of the goods regardless of whether they are to be shipped directly to the Buyer or to some third party designated by the Buyer.
3. Costs of Collection
The Buyer shall pay all costs of collection, including but not limited to, reasonable solicitors costs, court and collection agency fees involved in the collection of, (a) past due accounts, (b) amounts owed to One-Shot by the Buyer by reason of breach of these Terms and Conditions of Sale, and (c) any and all amounts owed by the Buyer to One-Shot, for any other reason whatsoever.
4. Price Changes
All prices are in the currency specified in each order confirmation, and are subject to change without notice, at any time prior to actual delivery. Orders calling for future delivery will be billed according to the price in effect at the time of delivery unless otherwise agreed in writing. Written quotations automatically expire unless accepted in writing by the Buyer within thirty (30) days from the date quoted and are subject to change by notice, in writing, within such thirty (30) day period. Verbal quotations are not binding unless accepted in writing the same day they are made. Prices shown in published literature or advertising are for general information purposes only and are not quotations or offers to sell. One-Shot reserves the right to make corrections in price quotations due to typographical, engineering or other errors, or resulting from incomplete or inaccurate information supplied by the Buyer.
5. Shipment and Risk of Loss
All goods are sold as specified in each order confirmation from One-Shot but will be ex-factory from original manufacturers plant unless otherwise specified in writing by One-Shot in a confirmation of order. The method and route of shipment are at One-Shot’s discretion, unless the Buyer supplies explicit instructions otherwise. One-Shot shall tender delivery on all goods to a carrier for transportation to the Buyer's place of business, but all costs of loading, handling, transportation and shipment shall be borne by the Buyer. All risk of loss shall pass to the Buyer when the goods are made available to the carrier including without limitation, all risk of loading, handling, transportation and shipment. Any and all claims for loss, damage or delay in loading, handling, transportation or shipment must be made by the Buyer against the carrier. In the event that One-Shot advances shipping or related costs (for which it assumes no obligation to do hereby) the Buyer shall reimburse One-Shot for such advances, in full, at the time of payment set forth in Section 2 hereof. The foregoing provisions concerning the passage of risk of loss to the Buyer shall govern even though One-Shot may have made a non-conforming tender or the Buyer attempts to revoke acceptance of the goods or repudiates this contract after the goods have been identified hereto.
6. Delivery Dates Approximate
All sated delivery dates are approximate. One-Shot shall endeavour to make deliveries in accordance with any stated delivery date but if for any reason it shall fail to do so, it shall not be liable for any damages or expenses resulting from such failure or delay in delivery, including without limitation, loss of use or profits, loss of business, expenses or costs arising from business interruption, solicitors fees, any consequential loss, contingent, incidental or special damages, caused or alleged to be caused, from any such failure of delay in delivery.
7. Inspection and Acceptance
The Buyer shall have ten (10) business days after receipt of the goods (the "Rejection Period"), to inspect and either accept or reject them. Failure to inspect and/or reject the goods within the Rejection Period shall constitute a waiver of the Buyer's right of inspection and an irrevocable acceptance of the goods. To reject any non-conforming goods the Buyer must immediately (and, in any event, within the Rejection Period) notify One-Shot in writing that it considers the goods non-conforming. Such notification shall identify each and every alleged non-conformity, and describe that portion of the shipment being rejected. Failure of the Buyer to give such notice within the Rejection Period shall constitute an unqualified acceptance of the goods, and a waiver of all claims for non-conforming goods or delivery, and the Buyer shall be bound to pay for the goods in accordance with these Terms and Conditions of Sale.
Any order placed with and accepted by One-Shot may be cancelled by the Buyer only upon written approval of One-Shot and upon terms that indemnify One-Shot against loss.
9. Limited Warranty and Limitation of Remedy and Damages
One-Shot’s separate Limited Warranty Statement, the terms and conditions of which are incorporated herein by reference, is expressly made in lieu of any and all other warranties, express or implied, including, without limitation, any implied warranty of merchantability or fitness for purpose. One-Shot’s Limited Warranty shall not be enlarged or affected by, and no liability or obligation shall arise from, One-Shot’s rendering of technical or other advice or services, in connection with it’s equipment or parts. Employees, agents, distributors, retailers, and sales representatives are not authorized to make warranties. Oral or written statements by them do not constitute warranties and shall not be relied upon. Replacement or repair of defective equipment or parts, is the purchasers sole remedy under the terms and conditions of the Limited Warranty, for contract, warranty, negligence, tort or strict liability claims, for any loss, liability, damage or expense, arising or alleged to arise, out of the design, manufacture, sale, delivery or use, of such equipment and/or parts. In no event shall One-Shot be liable for any loss, liability, damage or expense in an amount in excess of the purchase price of the goods, or for loss of use or of profits, loss of business, expenses or costs, arising from, or alleged to arise from, business interruption, solicitors costs, consequential loss, contingent, incidental or special damages, including, but not limited to, food spoilage or product loss, alleged to be caused, in whole or in part, by the negligence, tort, strict liability, breach of con- tract or warranty, or other breach of duty, of or by One-Shot.
The Buyer shall defend, indemnify and hold harmless, One-Shot and its affiliated or related companies, successors, assigns, directors, officers, employees, representatives and agents, from and against any and all claims, liabilities, damages and expenses including, but not limited to, solicitors costs and other costs of defence, arising from, related to, or in any way connected with or alleged to arise from, (a) any asserted deficiencies or defects in the goods caused by any alteration or modification thereof by the Buyer, with or without One-Shot’s consent, or improper handling or storage by the Buyer, (b) the breach of any term or condition stated herein, (c) the Buyer's failure to label the goods or improper labelling of the goods, regardless of whether the labelling was done with or without the advice of One-Shot, or (d) any act or omission of the Buyer, irrespective of whether or not such claim, liability, damage or expense is caused, or alleged to be caused, in part, by the joint, several or comparative negligence, breach of contract, breach of warranty, or other breach of duty, of or by One-Shot, or whether such claim, liability damage or expense is asserted under a negligence, contract or warranty theory ,a strict or other product liability theory, or any other legal theory.
11. Statute of Limitations
Any action, by or on behalf of the Buyer, it’s successors or assigns, for breach of this contract must be commenced within one (1) year of the cause of action.
12. Force Majeure
Notwithstanding any provision herein to the contrary, One-Shot shall not be liable, in any respect, for failure or delay in the performance of any obligations hereunder, if such failure or delay is due wholly or in part to (i) a shortage of material, transportation or utility services, for whatever reason: (ii) any labour or production shortage or difficulty of One-Shot, or of any source supplying material or components to One-Shot, including without limitation, any strike, lockout or similar disturbance: (iii) any governmental action, inaction, delay, or restraint: (iv) any war, insurrection, terrorist act or acts, riot or similar occurrence: or (v) any explosion, fire, storm, flood, or other act of God: or any other cause whether of the kind specifically described or otherwise, beyond the fault or negligence of One-Shot.
13. Severability: Termination: Effect on Price
Should any paragraph, sentence, term, or other provision of these Terms and Conditions of Sale, be invalid or unenforceable under the law of the place where it is to be performed, or be declared invalid or unenforceable by a court, or other competent authority, having jurisdiction over the matter and any party hereto, One-Shot may elect to either (i) to terminate this contract, if not fully performed by it, or (ii) consider this contract severable and divisible as to such provision, and such provision shall thereafter be deemed severed and inoperative. In such latter event the remainder of this contract shall be in full force and effect as if such severed provision were never a part of same when executed. In addition, if such severance shall have an adverse financial impact on One-Shot, it shall have the further right to an appropriate upward adjustment in the price of goods sold, or to be sold, hereunder.
14. Waiver of Breach
The failure of either party to enforce, at any time, the provisions of these Terms and Conditions of Sale, irrespective of any previous action or proceedings taken by it, shall in no way be considered to waive such provisions, (b) to affect the validity of these Terms and Conditions of Sale, or (c) to preclude or prejudice the parties from exercising the same or any other rights they may have hereunder.
Any tax or governmental charge imposed upon the sale or transfer of the goods hereunder, shall be paid by the Buyer, and failure to do so, shall be a breach of these Terms and Conditions of Sale.
16. Governing Law and Choice of Forum
In the event of any dispute hereunder, the laws of England govern the validity, performance, enforcement and any other aspect of these Terms and Conditions of Sale .The parties hereto expressly agree that any and all actions concerning any dispute arising under these Terms and Conditions of Sale shall be filed and maintained only in a court of competent jurisdiction sitting in England.
CUSTOMERS INCLUDING DISTRIBUTORS HAVING NO VALID & SIGNED DISTRIBUTION AGREEMENT MUST READ THESE TERMS & CONDITIONS OF SALE IN CONJUNCTION WITH ANY ADDITIONAL TERMS AND CONDITIONS.