1.      General Definitions

a)     Seller Means Tanto UK Ltd.

b)     Buyer Is the Person, Firm or Company who places an order with the seller for the manufacture and/or supply of goods.

c)     Goods meaning the products manufactured and/or supplied by the seller which are the subject of an order placed by the buyer with the seller.


2.      Exclusion Of Other Terms

        Only these conditions shall apply to all estimates and quotations made by and all contracts for the sale of goods by the seller.  No alteration or qualification of these terms, whether issued by the buyer or contained in the buyer’s order or otherwise, shall be effective unless expressly accepted in writing by an authorised officer of the seller.


3.      Variation Of Representation

        No variation, cancellation or waiver of these conditions nor any representations relating to the goods or to the performance of the contract shall be valid unless

Expressly accepted in writing by an authorised officer of the seller.


4.      Extent Of Contract

        The buyer must notify the seller within 7 days of the date of the sellers acknowledgement if such acknowledgement  does not accurately confirm the buyers order failing which the buyer shall be bound by the terms of the acknowledgement.


5.      Acceptance

        The sellers offers, estimates, quotations and price lists are without any commitment on its part and all orders require the sellers acceptance in writing to create a contract.  Any such acceptance shall nevertheless be liability at the instance of the seller should it subsequently discover, in its opinion, the buyers credit to be inadequate to meet the order in question.


6.      Accounts

        Accounts may be opened upon receipt by the seller of two approved trade and one bank reference which shall remain open only so long as the sellers normal credit terms and other conditions be observed.


7.      Delivery

        The delivery time shall not be the essence of the contract.  Whilst the seller shall use reasonable commercial endeavours to deliver the goods by the date specified on the buyers order, it shall not be liable for delay in delivery from any cause whatsoever and howsoever arising.  Should expedited deliveries be required, the additional costs if applicable must be borne by the buyer unless agreement has been reached to the contrary with the seller.



8.      Non Acceptance By The Buyer

        If by reason of the buyer’s default, goods have not been taken up or delivered by the applicable delivery date, the seller may (without prejudice to its right to claim damages) suspend delivery of the goods or treat the contract as repudiated with regard to those goods or store goods at the expense and risk of the buyer until they are taken up or do any combination of foregoing.


9.      Loss Or Damage In Transit And Non-Delivery Of The Goods

a)     No responsibility shall be accepted by the seller for any shortage or damage in transit, unless:

i.        Where the goods are delivered other than by the sellers employees/transport, the buyer makes a claim in writing providing full details within 7 days of the goods.

ii.      Where the goods are delivered by the sellers transport, details of any shortage and/or damage is endorsed on the delivery note.

iii.     For the non-delivery of goods unless the buyer makes a claim in writing within 21 days of receipt of the sellers invoice.



10.  Defective Goods

        Any complaints concerning defective goods must be made in writing within 28 days of receipt of the goods by the buyer.  In the event of such a complaint being justified in the seller’s opinion the goods will be replaced at no extra cost to the buyer.


11.  Property And Risk

        The property in and the legal and equitable title to the goods shall remain vested in the seller until they have been paid for in full.  The insurable risk in the goods shall pass to the buyer upon delivery and the buyer shall keep the goods properly insured in the amount of the sale price.  If payment for the goods shall be overdue or if a receiver is appointed over the business of the buyer or a resolution passed or a petition presented for liquidation of the buyer or if the buyer commits an act of bankruptcy, the seller shall be entitled to enter the buyer’s premises without notice in order to recover the goods.


12.  Price

        The price charged shall be the price stipulated by the seller as being current at the date of despatch.  The prices are specified as exclusive of vat.  Unless otherwise stated in writing prices exclude the cost of carriage which must be paid with payment for the goods.


13.  Payment

        Unless otherwise agreed in writing by the seller, payment for the goods shall be made in full within 30 days of the end of the month  of invoice.  Time of payment shall be the essence of all contracts, in default of payment on the due date the seller without prejudice to its rights hereunder shall have the right to charge the buyer interest on the overdue payment at the rate of 2% per month pro-rata diem from the date payment was due  until the date payment is made to the seller.


14.  Specification

        The seller may modify without notice existing designs and specifications of the goods from time to time as it may in its sole discretion consider expedient, not withstanding any item of goods has been shown to the buyer a contract of sale by the seller does not constitute a sale by sample.


15.  Cancellation

        No cancellation or variation of an order by the buyer shall be effective unless made in writing and until accepted in writing by an authorised officer of the seller.  The seller reserves the right to accept such cancellation or variation or to accept cancellation or variation only subject to such conditions as it considers are warranted according to the circumstances.


16.  Force Majeure

        The seller shall not be responsible if the performance of any of its obligations hereunder is prevented, hindered, delayed or in any way interfered with whether directly or indirectly by reason of ware, civil commotion, strike, lockout or any other industrial dispute, flood, fire, bad weather, accident or stoppage to works, machinery breakdowns, shortage of or difficulty in obtaining labour, materials, equipment, fuel, power transport or by reason of any cause whatsoever beyond the sellers reasonable control or that of its sub-contractors (however remote) or suppliers and in the event of such prevention hindrance or delay or interference the seller may defer or determine this contract or any part of it without any liability to the buyer and without prejudice to its other rights.  Any of the causes enumerated herein shall be deemed to prevent our suppliers if it affects the performance of the aggregate of their obligations under any contract whether with the buyer, the seller or third parties.


17.  Termination

        The seller shall be entitled to without prejudice to any other rights it may have forthwith to treat the whole contract with the buyer as repudiated and terminated and to claim damages for any loss caused to the seller by such termination in the event that the buyer fails to make any payment when due or is in any other way in breach of any term of the contract, or if the buyer shall become bankrupt or compound or make any arrangement with its creditors or being a limited company enters into liquidation whether compulsory or voluntary or has a receiver appointed over the business of the buyer.


18.  Guarantees

        All electronic machines supplied by the seller are guaranteed unconditionally for a period of twelve months from the date of purchase unless otherwise specified on the purchase order of the seller at the time of the sale.


19.  Packing

        Where goods are sold packed the extent of the packing and/or protection will be at the company’s discretion unless the customer stipulates special packing in which case such packing will be charged extra.


20.  Consequential Loss

        In no circumstances whatsoever does the seller accept liability for consequential loss or damage resulting from error or delay however caused. Any liability is limited to the value of the goods supplied.


21.  Jurisdiction And Covering Law

Any contract of which these conditions form part shall be governed by the laws of England and buyer hereby submits to the jurisdiction of the English courts.