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a) In these 条件:

i) "the Seller" means Michael Dark LTD

ii) "the Buyer" means the person submitting an order for the purchase of goods from the Seller (or where such person acts as agent for another, that person 和 the principal jointly 和 severally).

iii) "the Contract" means the contract for the sale 和 purchase of the goods (in which these 条件s apply).

b) These General 条件 shall, (unless or except to extent the Seller otherwise agrees in writing) apply to all tenders, 提供了, 报价, 承兑汇票, deliveries 和 agreements relating to sale of goods by the Seller 和 the Buyer shall be deemed to assent thereto.



e)不代表, agent or salesman who is not a director of the Seller has any authority to amend or waive any of these 条件s or other provisions of the contract.

a) Unless otherwise agreed in writing the price payable by the Buyer, 对于每一个订单, shall be the Seller's price ruling at the date of dispatch of the goods, to which VAT shall be added at the appropriate rate.

b) All prices are subject to change without prior notice at any time following the date on an order 和 before goods are dispatched for delivery.

c) Unless otherwise agreed, 包装, transport 和 delivery will be charged extra at the Seller's then current rate for the same.

a) Unless otherwise agreed by the Seller, or where a monthly payment account has been opened in the name of the Buyer, the price of goods shall be payable upon the submission of an order, 和, for the avoidance of doubt, the Seller shall not be deemed to have accepted an order until it has received from the Buyer the price (including VAT) payable for the goods.


c) If the Buyer defaults in any payment the Seller, 五月, in addition to exercising the right contained in 条件 3(B) suspend work under the contract, delay or withhold delivery or cancel the contract or suspend work, delay or withhold delivery under or cancel any other contract with the Buyer 和 retain any payments on account already received under this or any other contract with the Buyer.


e) Payment of all sums due on the due date for payment shall be of the essence of the Contract.

)时间不是本质的合同和任何时间或日期由卖方指定的时间或日期货物将派出或交付(或可能用于收集),仅是估计,卖方不得承担任何损失, damage or expense howsoever arising from delay in delivery.

b) The Buyer shall at request of the Seller supply the Seller with details necessary to allow the Seller to make delivery 和 shall accept delivery whenever the Seller pr提供了 delivery. If the Buyer does not comply with the foregoing it shall not be entitled to withhold any payment 和 shall indemnify the Seller against any consequential loss, damage or expense 和 the Seller 五月 enforce its remedies for payment 和 五月 (if it so wishes) cancel intended delivery 和 sell the goods to which such intended delivery related without prejudice to its right to claim damages in respect of such breach of contract or 五月 store goods at the Buyer's risk in a place of its choosing at the cost of the Buyer 和 delivery by the Seller of a deposit receipt or other evidence of storage to the Buyer shall be deemed to be delivery of goods.

c) The Seller reserves the right to make delivery by installments, 和 the period during which delivery by installments 五月 be made 和 the quantity of goods delivered in each installment shall be in the Seller's discretion.

d)尽管任何明示协议的日期交付卖方有权推迟或取消全部或部分交付延迟或阻止时制作或获取任何货物或材料或零部件或组件或服务因此交付或以任何原因超出卖方的控制. During any of the foregoing events the Seller's obligations shall be suspended until such events cease or until the Seller cancels delivery (as the case 五月 be) 和 the Seller shall not be required to obtain elsewhere in the market goods with which to replace or permit it to produce goods delivery of which has been postponed or cancelled as a result of any of said events. In event of cancellation, the Seller shall be paid pro rata for goods delivered or work done to the date of cancellation.

e) The Buyer shall be solely responsible for the proper unloading of goods. If, to assist the Buyer to remove the goods from point of delivery, the Seller or any sub-contractor does any loading or unloading of goods free of charge, no liability whatsoever shall thereby be incurred by the Seller or subcontractor 和 the Buyer shall indemnify the Seller in respect of thereof.

a) Risk in the goods shall pass to the Buyer when the goods are delivered to the Buyer. 交付 to a carrier or to any person firm or company on the Buyer's behalf shall constitute delivery to the Buyer.

a) Notwithst和ing delivery 和 the passing of risk in the goods, or any other provisions of these 条件s, 在卖方收到货物的现金或全部货款以及卖方同意出售给买方的所有其他货物之前,货物中的财产不得转移给买方, together with any interest or other sums payable under the relevant contract in respect of the goods 和 such other goods.

b)买方可以, while not in default in terms of Clause 11 below, sell goods notwithst和ing the Seller's title.

c) Any sale by the Buyer of goods owned by the Seller shall, as between the Buyer 和 person to whom the Buyer sells, be made by the Buyer as principal, but the proceeds of sale shall belong to the Seller to extent that the Buyer has not paid the Seller for such goods until such payment has been made, 在此之前,所得款项应由买方以卖方的受托人身份持有,并应保存在一个单独的账户中,如果买方未能按上述规定将所得款项分开保存,则卖方有权追查该账户.

d)买方同意, if the Seller so requires, assign to the Seller free of charge the Buyer's rights to unpaid resale proceeds of the Seller's goods.

e) Pending delivery of goods owned by the Seller pursuant to a resale authorized by this Condition, 买方应在其财产上存放这些货物,并应清楚地表明这些货物是卖方的财产,并应像谨慎的商人对待自己的财产那样妥善保管这些货物(包括投保各种适当的保险).

f)卖方可以在货物的所有者(和不影响任何其他权利可能根据合同或美德)的直接返回商品的需求在任何时间,买方应立即遵守这样的需求和承担费用的回报. 除非买方未能在到期日支付全部或部分货款,或在到期日之前发生下文第13条所述的任何事件,否则卖方在未提前3天书面通知的情况下不会行使该权利.


h) The Buyer hereby grants license to the Seller 和 its successors in title to goods, 他们各自的雇员和代理人进入买方的场所,以便移走货物。如果货物位于买方自己以外的场所,则买方应尽最大努力从相关人员处取得该等许可. 买方将提供卖方要求的任何协助,以登记卖方的进入权,并将支付卖方在进行任何此类登记时产生的合理成本和费用.


j) Each right or obligation contained in this Clause 6 or any other provision of the Contract (or of these 条件s) shall be construed as a separate right or obligation or provision 和 if any of the rights or obligations set out in this clause or any other provision of the Contract (or of these 条件s) is held by any competent authority to be invalid or unenforceable in whole or in part for any reason including lack of registration then the validity of the other rights 和 obligations set out in this clause or the other provisions of the Contract (or of these 条件s) shall be unaffected 和 the remaining rights 和 obligations 和 other provisions shall construe in full force 和 effect 和 shall bind the Buyer.

a)买卖双方均应被视为在本合同签订前未收到任何一方或其代表作出的以任何方式促使其签订本合同的陈述, but this shall not apply to any 表示 recorded in a 报价 or order or acknowledgement of it.

b) The Seller warrants that it has the right to sell the goods 和 that the goods are free from any charge or encumbrance unknown to the Buyer.

c) Subject to the application of Clause 8 below the Seller will, in its absolute discretion, replace repair or rectify the goods or take back the goods 和 refund or credit the Buyer with the cost thereof provided:

i) Any defect appears within 3 days of delivery 和 the Buyer notifies the Seller in writing within 7 days of discovering the defect 和 giving full details thereof.

ii) The Seller is satisfied that the goods are defective as result of a defect in materials or workmanship or are otherwise not in accordance with the contract.

iii) The Seller is satisfied that no-one other than the Seller has so dealt or tampered with the goods as to contribute to their defectiveness 和 that the goods have been properly used, 处理, maintained 和 stored 和 have not been used whilst allegedly defective or otherwise not in accordance with the contract or order.

d) Where the Seller performs its obligations under this Clause the Buyer shall not be entitled to any claim in respect of the goods, or for work done thereon, 运输成本, 利润损失, damage to property not the subject matter of the contract, 或其他原因(除因卖方疏忽造成人员伤亡外),买方也无权将交货视为拒绝履行合同、不支付货款或取消进一步交货的理由.

a) Except as provided in these 条件s or otherwise agreed by the Seller in writing 和 except where death or personal injury has been caused by the Seller's negligence no warranty, 条件, 表示, undertaking or obligation express or implied imposed by statute, 普通法, 自定义, course of dealing or otherwise on the part of the Seller shall apply in respect of the goods.

b) The Buyer shall in no circumstances, save for death or personal injury caused by the Seller's negligence, 买方有权向卖方追讨因疏忽或其他原因导致买方在该合同项下支付的超过货款而造成的合同违约的损害赔偿.

a) The Buyer undertakes to indemnify to Seller against all claims relating to or arising from goods sold to the Buyer by the Seller in respect of any loss, damage or expenses sustained by any third party howsoever caused save for death or personal injury caused by the Seller's negligence.

a) The Buyer shall have no right to apply to good s any trade mark owned or used by the Seller.

b) If any claim is made against the Buyer alleging that goods infringe any patent rights, 注册的设计, copyright or other industrial property rights of another then:

i) The Buyer shall forthwith notify the Seller with full particulars.

ii) The Seller or its suppliers or licensors {as the case 五月 be) shall be at liberty at their expense to conduct all negotiations 和/or litigation in respect thereof 和 (if necessary) in name of the Buyer 和 if as a result of such negotiations or litigation the Buyer shall be unable to use the goods substantially for the purpose for which they were bought the Seller shall (except where sub-clause (c) below applies) take them back 和 refund the price thereof to the Buyer 和 such refund shall be in full satisfaction of all claims by the Buyer against the Seller.

c) The Buyer shall indemnify the Seller against all actions costs (including the cost of defending legal proceedings) expenses claims proceedings 和 dem和s in respect of any infringement or alleged infringement by the Seller of patent rights registered design copyright or other industrial rights attributable to the Seller complying with any special instructions from or requirements of the Buyer relating to the goods.

If the Buyer defaults in or commits any breach of any of its obligations to the Seller or ceases to carry on its business or a substantial part thereof, or if any distress or execution is levied on any of the Buyer's property, or if the Buyer makes or 提供了 to make any arrangement or composition with its creditors or commits any act or bankruptcy, or if any resolution or petition to wind up the Buyer's business is passed or presented, or a Receiver appointed of the Buyer's undertaking, property or assets or any material part thereof, then such event shall be deemed to constitute a breach of contract by the Buyer 和 the Seller shall be entitled forthwith to terminate this 和 any other contract with the Buyer 和 on written notice of such termination being posted by it to the Buyer's last known address this contract (和 if the notice so states every other contract subsisting between the Seller 和 the Buyer or such contracts as are specified in such notice) shall be terminated 和 all the Seller's unpaid invoices to the Buyer shall be immediately due for payment but without prejudice to any claim or right which the Seller might otherwise make or exercise or have against the Buyer.

Any notice given hereunder must be in writing 和 五月 be effected by personal delivery, 电传或挂号信,如以电传方式,应在寄出之日被视为已收到;如以邮递方式,应在寄出之日后48小时被视为已收到.

本合同属于买方个人所有,未经卖方书面同意,买方不得转让本合同项下的任何权利. 本合同(及这些条件)应受英国法律管辖并按英国法律解释,买方为了卖方的利益在此服从英国法院的非专属管辖权.