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Terms and Conditions



1.1 In these conditions of sale:

‘Buyer’ means any person or persons, firm or firms, company or companies, authority or authorities who shall order or buy the Goods or Services from the Seller.

‘Conditions’ means these Monarch Chemicals Limited’s terms and conditions of sale as amended from time to time.
‘Contract’ means the contract between the Seller and the Buyer for the supply of Goods and/or Services subject to and in accordance with these Conditions and any quotation. 
‘Force Majeure’ has the meaning given in clause 10.
‘Goods Specification’ any specification for the Goods that is agreed in writing by the Buyer and the Seller.

‘Services’ means any services provided by the Seller to the Buyer.

‘Seller’ means any Monarch Chemicals Limited group company or its successors, assignees, sub-contractors and agents.

1.3 Reference to any clause is to a clause of these Conditions. 

2. Applicability of terms

2.1 The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order are complete and accurate.
2. 3合同构成各方之间的全部协议。买方承认其并未依赖于任何陈述或代表合同中未列出的卖方所作的任何陈述,承诺或代表性。
2.6 Unless otherwise expressly agreed in writing by an authorised representative of the Seller, every Contract shall be governed in all respects by these Conditions to the exclusion of any other terms that the Buyer seeks to impose or incorporate to which are implied by trade, custom, practice or course of dealing. 


3.1根据买方提供的商品提供货物,买方应赔偿卖方免受所有负债,费用,费用,损害和损失(包括任何直接,间接或后果损失,profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller arising out of or in connection with the Seller’s use of the Goods Specification.



4.3 If the Buyer postpones the performance date for the provision of the Services or the Seller is otherwise unable to perform the Services as a result of the Buyer’s failure to comply with its obligations under the Contract, then except where such failure or delay is caused by a Force Majeure event or by the Seller’s failure to comply with its obligations under the Contract, the Seller reserves the right to charge the Buyer for all related costs and expenses.



5.2 Save as expressly stated otherwise by the Seller in writing, prices quoted for Goods and Services are exclusive of VAT and the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Buyer.

5.3 Prices indicated in the Seller’s quotations, catalogues, price lists, website and other advertising material shall not be binding on the Seller.


6. Title

6.2 In the event of any collection or delivery of the Goods prior to the passing of title in them, the Buyer shall be in possession of the Goods solely as bailee and fiduciary agent for the Seller until such time as title in them has passed.

6.3 The Buyer shall insure to their full value any Goods wherein the risk but not the title has passed to it, and shall indemnify the Seller for loss, damage to or destruction of any such Goods, and shall hold any insurance monies payable in respect of such Goods in trust for the Seller.

6.4 Until title to the Goods passes pursuant to clause 6.5:

6.4.1 the Buyer shall where possible store and label the Goods in such manner that they shall at all times remain separate from the other goods in the Buyer’s possession and be readily identifiable as the Seller’s Goods;

6.4.2 the Buyer shall be bound at the request of the Seller to deliver up the Goods to the Seller on request and for such purpose, the Seller may at any time (and whether or not the Buyer shall be in default in making payment under a Contract) in its absolute discretion, recover from the Buyer those Goods being in the Buyer’s possession and, for the purpose of such recovery, the Seller’s servants and agents may enter upon land or buildings upon or in which the Goods are situated;

6.4.3 the Seller agrees to permit the Buyer as fiduciary agent of the Seller to dispose of the Goods in the course of the Buyer’s business and to pass good title to the Goods to its own customer (being a bona fide purchaser for value without notice of the Seller’s rights);

6.4.4 in the case of all disposals of Goods pursuant to clause 6.4.3, such disposal shall be by the Buyer as principal in relation to its own customer, and the Buyer shall have no right to commit the Seller to any contractual relationship with or liability to any such customer;

6.4.5 the permission contained in clause 6.4.3 may be revoked at any time by notice by the Seller and shall automatically and without notice be revoked upon the commencement of liquidation proceedings (compulsory or voluntary) of the Buyer or the appointment of a receiver, administrator, administrative receiver or judicial administrator over any part of the Buyer’s assets;
6.4.6 in the event of a disposal of the Goods pursuant to clause 6.4.3, the Buyer shall hold the proceeds of sale thereof on trust for the Seller (to be kept separately from the Buyer’s own monies and those of third parties in a separate bank account in which a credit balance shall be at all times be maintained) and shall account to the Seller forthwith for the proceeds of sale as fiduciary owner thereof notwithstanding that the period of credit allowed to the Buyer hereunder may not have expired and the Seller shall have the right to trace the proceeds of sale thereof.

6.5 The provision of this clause 6 shall apply notwithstanding that the Goods shall have been added to or incorporated in any goods of the Buyer or any third party provided that the Goods remain identifiable as discrete goods and that the process by which they have been added to or incorporated in the Buyer’s goods is reversible.

6.7 In the event that the Seller exercises its right of ownership so as to recover possession of the Goods or any of them, the risk in the Goods retaken shall revert to the Seller on possession being retaken by the Seller, its servants or agents and the Seller shall have full and unencumbered right to dispose of the Goods free of any rights whatsoever on the part of the Buyer to the Goods or the proceeds of sale thereof.

6.8 The Buyer shall utilise or dispose of the Goods insofar as the Order it receives for the Goods allow on a first-in first-out basis.

6.9 The Seller shall have a general lien against the Buyer of any goods of the Buyer for the time being in the possession of the Seller for amounts overdue under any Contract. If any lien is not satisfied within 3 months of any payment aforesaid becoming overdue, the Seller may sell such goods as agent for the Buyer and apply the proceeds towards the monies due and the expenses of the sale and shall upon accounting to the Buyer for the balance remaining (if any), be discharged from all liability whatsoever in respect of such goods.


7.1The Seller shall be entitled to submit an invoice to the Buyer for the Goods and/or Services at any time on or after the point of delivery. 


7.3 Notwithstanding the provisions of clauses 7.1 and 7.2, the Seller reserves the right, in its absolute discretion, to require payment in full for the Goods on or before the point of delivery but we shall advise you of this upon receipt of your Order.

7.4 In the event of any delay in payment beyond the date payment is due, the Buyer shall pay the Seller interest, on a daily basis, at the rate of 5% over the base lending rate of Lloyds Bank plc. from time to time, for the period that payment is overdue. Each month of non-payment, the interest shall accrue and be added to the principal amount.

7.5 The Buyer shall make no deduction from the invoice price of Goods and/or Services on account of any set-offs or claim unless both the validity and the amount thereof have been admitted by an authorised representative of the Seller in writing.
7.6 The Seller shall be entitled, without any liability to the Buyer whatsoever, to withhold or suspend delivery of the Goods or performance of the Services or any part thereof, if the Buyer’s accounts with the Seller are outstanding to an extent which the Seller considers unreasonable or if the Seller considers that the Buyer will fail to make payment or will fail to perform any other obligation under the Contract.


8.1 Where the Buyer states a specified delivery date, the Seller shall, if it accepts the Order pursuant to clause 2.2, use all reasonable endeavours to comply but shall be under no obligation to make delivery at any specified time. Time shall not be of the essence with respect to the Seller’s delivery obligations and there shall be no liability on the Seller in respect of any loss incurred by the Buyer arising from any delay in delivery of the Goods or performance of the Services or any part thereof. 



8.2.3 collected from the Seller’s stores tank, the point of delivery shall be when the Goods pass out of the delivery line in such storage tank; and

8.2.4 discharged into the Buyer’s tank from other containers, the point of delivery shall be when the Goods pass the final flange on the tanker or other container.

8.3 The Seller shall he entitled to deliver the Goods by instalments. Each instalment shall be treated as a separate Contract between the Seller and the Buyer. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
8.4如果买方未能接受或递送货物或提供服务或卖方无法提供货物或提供服务,或者在买方没有提供适当的指示,文件,许可或授权,则除外failure or delay is caused by a Force Majeure event or by the Seller’s failure to comply with its obligations under the Contract:
8.4.3 the Seller may store the Goods until delivery takes place, and charge the Buyer for all related costs and expenses (including insurance); and

8.6 The Buyer shall inspect the Goods as soon as is practicable after the point of delivery and shall give to the Seller and the carrier in writing within 3 days of delivery, notice of any claim for any shortages or damage or loss to the Goods whilst in transit (and the delivery note must be endorsed accordingly). Failing which, the Goods shall be conclusively presumed to have been received and accepted by the Buyer.
8.8 The Seller reserves the right to deliver to the Buyer against any Order an excess or deficiency of up to ten percent (10%) of the weight or volume ordered and the price to be paid by the Buyer shall reflect such variation.

Risk in the Goods shall pass to the Buyer at the point of delivery as specified in Clause 8. Until title to the Goods has passed to the Buyer, the Buyer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the point of delivery. 


10.1 For the purposes of these Conditions, Force Majeure event means an event beyond the reasonable control of the Seller including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 The Seller shall not be under any liability to the Buyer in respect of any failure to perform or delay in performing any of its contractual obligations to the Buyer attributable to any Force Majeure event or other cause of whatsoever nature beyond the Seller’s reasonable control and no such failure or delay shall be deemed for any purpose to constitute a breach of contract. If the Force Majeure event prevents the Seller from providing any of the Goods and/or Services for more than 10 weeks, the Seller shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Buyer.

11. Suitability of storage and offloading facilities
11.2卖方在任何时候拒绝拒绝交付货物的权利,或者如果在其唯一的意见中,买方提出的储存和卸载设施是不安全或不足的货物。卖方在企图交付时产生的所有合理成本应为买方的帐户。Where any of the Goods are delivered by the Seller or the Seller’s agent such delivery shall in no way constitute a commitment or representation by the Seller as to the suitability of the Buyer’s storage or offloading facilities so that the Seller shall be under no liability in respect of the storage or offloading facilities used by the Buyer. 

12. Liability

12.1 All terms, conditions, warranties, statements or representations whatsoever whether express or implied statutory or otherwise and all other obligations and liabilities whatsoever of the Seller (save as provided in clauses 12.2 and 12.4) relating to the quality, merchantability fitness for purpose, suitability or other properties of the Goods or the provision of Services are hereby expressly excluded to the fullest extent permitted by law. 

12.2.1应当完全和卖方的责任exclusively limited to the replacement of the Goods or Services or, at the option of the Seller, to the refund of any purchase price received in respect thereof; and

12.3 Notwithstanding the foregoing, the Seller shall be under no liability whatsoever to the Buyer after the point of delivery.

13. Termination
13.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
13.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order;
13.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
13.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

14.1 On termination of the Contract for any reason:
14.1.2 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and


15.1 The value of all chargeable containers/pallets used in connection with the delivery of the Goods will be shown as a separate item on the Seller’s sales invoice for the Goods and shall be paid for in full by the Buyer when payment for the Goods is due (irrespective as to whether the same is stated on the Order). 

15.2 All such empty containers/pallets which are returned to the Seller at the Buyer’s expense, in good and complete condition within 3 months of receipt by the Buyer, may be repurchased by the Buyer at the Seller’s discretion at such rate as may be determined by the Seller from time to time.


All intellectual property rights in or arising out of or in connection with the Goods and/or Services shall be owned by the Seller and the supply of any of the Goods and/or the Services by the Seller shall not give the Buyer any rights whatsoever in respect of any of the Seller’s intellectual property rights including its trade marks or brand names. 


The Goods supplied by the Seller may under certain circumstances give rise to risk to health and safety. Technical literature on Goods supplied giving information on toxological, fire or handling hazards is available on request from the Seller and if the Buyer has not had sight of such literature, it is strongly advised to request a copy of the same from the Seller. The Seller shall be under no liability whatsoever for any action taken or refrained by the Buyer in relation to such information. 

18. Exports




22. No partnership