Terms and Conditions of Sale of Goods for Manufacture (B2B) w/ All Monies
In these Terms and Conditions:
“Seller” means [Your Company Name], a company registered in England and Wales, with registered office at [Your Company Address], and includes its successors and assigns.
“Buyer” means the entity purchasing goods from the Seller for manufacturing purposes, as identified in the relevant order or agreement.
“Goods” means the products or items supplied by the Seller to the Buyer for manufacturing purposes, as specified in the relevant order or agreement.
“All Monies Clause” means the retention of title by the Seller until full payment is received for all goods supplied to the Buyer.
These Terms and Conditions shall apply to all Contracts for the sale of Goods by the Seller to the Buyer for manufacturing purposes, to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply.
No variation or amendment to these Terms and Conditions shall be effective unless agreed upon in writing and signed by both parties.
Orders and Specifications
All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Terms and Conditions.
The Seller reserves the right to make changes to the specifications of the Goods which are required to conform with any applicable statutory or regulatory requirements.
Price and Payment
The price for the Goods shall be as stated in the Seller’s quotation or as otherwise agreed in writing between the parties.
Payment shall be made by the Buyer within [number] days from the date of the Seller’s invoice, unless otherwise agreed in writing.
Ownership of the Goods shall not pass to the Buyer until the Seller has received full payment for the Goods under the All Monies Clause.
Delivery of the Goods shall be made to the delivery address specified in the order.
Risk in the Goods shall pass to the Buyer upon delivery, but ownership shall remain with the Seller until full payment is received.
Manufacture and All Monies Clause
The Buyer shall manufacture the Goods into finished products and shall not dispose of, or encumber the Goods until full payment is made to the Seller under the All Monies Clause.
Default and Recovery
In the event of default in payment by the Buyer, the Seller reserves the right to recover the Goods, and the Buyer grants the Seller the right to enter its premises for this purpose.
The Seller’s right to recover the Goods is without prejudice to any other rights or remedies available to the Seller.
Warranties and Liability
The Seller warrants that the Goods shall conform to the specifications agreed upon and be suitable for the Buyer’s manufacturing purposes.
The Seller’s liability for breach of warranty shall be limited to the replacement or repair of the defective Goods or the refund of the purchase price, at the Seller’s discretion.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales.
Any disputes arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
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 any other provision.
These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements, understandings, and representations, whether oral or written.
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