CONDITIONS OF SALE
The following standard conditions apply to every order accepted by Vickers Laboratories Limited (Company Number 1016531) ("the Company") for goods.
1.1 In these Conditions: -
1.1.1 "Conditions" mean the Company's standard conditions of sale set out in this document which supersede any earlier set of conditions appearing in the Company's previous hardcopy catalogue/brochure or elsewhere together with any special conditions specified on the Quotation.
1.1.2 "Company" means Vickers Laboratories Limited (01016531).
1.1.3 "the Contract" means the Quotation, Order and the Company's acceptance thereof, together with the Conditions.
1.1.4 “the Customer” means a corporate entity or in the case of a non-corporate entity a person who has satisfied the Company that it is purchasing Goods from the Company for strictly business purposes and whose Order is accepted by the Company.
1.1.5 "the Goods" means the goods, materials, services and/or other items which are the subject of the Contract and further including any instalment of the goods or any part for them.
1.1.6 "the Order" means the order placed by the Customer on the Company for the provision of the Goods.
1.1.7 "the Quotation" means the written quotation or tender submitted by the Company.
1.1.8 “the Website” means the website of the Company accessible through the domain name/URL http://www.viclabs.co.uk or any other domain name/URL owned or used by the Company from time to time.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Offer and Acceptance
2.1 The Company shall sell and the Customer shall purchase the Goods in accordance with any Quotation which is accepted by the Customer, or Order which is accepted by the Company, subject to these Conditions.
2.2 All Quotations are made and all Orders are accepted subject to the Conditions. These Conditions override any other terms, conditions or warranties which the Customer may subsequently seek to impose.
2.3 Acceptance of the Goods by or on behalf of the Customer shall be conclusive evidence that these Conditions are accepted by the Customer and that they apply to the Contract. If the Customer does not accept these Conditions or any part of them, he must return the Goods forthwith.
2.4 No variation or supplement to the Conditions shall be binding on the Company unless expressly accepted by the Company in writing by an authorised officer of the Company.
2.5 Any Quotation given by the Company is an estimate only. No Contract shall come into existence until the Customer's Order has been accepted in writing by the Company.
2.6 Any Quotation given by the Company that is accepted by the Customer is only binding on the Company for the Order to which it relates. The Company may at its discretion accept further Orders by a Customer that are based on a previous Quotation given by the Company, but it is not obliged to in any way.
2.7 Quotations shall be valid for a maximum period of 60 days from the date stated on them and may be withdrawn or varied by the Company within such time period at any time by written or oral notice.
2.8 No representation is valid unless documented in the Order.
2.9 Written acceptance from the Company may be communicated to the Customer by whatever method deemed most appropriate by the Company from time to time including but not limited to post, fax or email.
2.10 Acceptance by email shall be valid notwithstanding that the acceptance email has not been opened.
2.11 Any typographical, clerical or other error or omission in any information of price list appearing on the website, acknowledgement of order, invoice or other document whether in hardcopy or electronic format issued by the Company shall be subject to correction without any liability on the part of the Company.
2.12 The Company shall be at liberty to withdraw from any negotiations or otherwise until such time as the Contract shall have become binding without being under any liability whatsoever to the Customer.
2.13 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Company is followed or acted upon entirely at the Customer's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3 Orders and Specifications
3.1 The Customer shall be responsible for ensuring the accuracy of the terms of the Order and shall give the Company any necessary information to enable the Company to proceed with the Contract. Any failure to do so will allow the Company to charge the Customer an additional price for any delay, material amendments to the Goods supplied in the Order or to terminate the Contract immediately.
3.2 The quantity, quality and description of and any specifications for the Goods shall be those set out in the Quotation (if accepted by the Customer) or the Order.
3.3 The Company reserves the right to make any changes in the specification of the Goods where the Goods are to be supplied to the Company's specification, which do not materially affect the quality or performance, without notice.
3.4 Product Grades: The purity determined for an individual product can vary slightly from batch to batch. The percentage grade figures represent typical purity values, defined as shown below. Where possible, products are assigned one of these grades, based on the assays of different batches determined by the method defined on the product specification.
3.4.1 For these grades, the following tolerances apply:
Grade Assay range
Tech. 90% >88.0%
Tech. 85% >83.0%
3.4.2 Other numerical grades may apply to specific products. Inorganic materials are often graded based on metals content (metals basis) or rare earth oxides content (REO). Whilst we make every effort to maintain the grades quoted, we also reserve the right to amend product grades and specifications up or down as dictated by stock availability. If you require confirmation of any product grade or wish to know the actual purity for material we hold in stock, contact our Technical department. For bulk orders we can also supply you with a certificate of analysis with full analytical results for the particular batch number you have purchased.
3.5 The Customer shall indemnify the Company and its sub-contractors against all claims, damages, costs, penalties and expenses incurred by the Company or its sub-contractors to which the Company may become liable if any work done in accordance with the Customer's specifications involves an infringement of a registered design, trademark, patent or other intellectual property right.
3.6 No Order which has been accepted by the Company may be cancelled by the Customer except with the written agreement of the Company and on the terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
3.7 Any technical documents prepared by the Company and submitted to the Customer prior or subsequent to the formation of the Contract shall remain the property of the Company and shall be returned to the Company on demand. The Customer shall not without the Company's written consent copy the said technical documents or any part of them or part possession with them or disclose them or any part of them to others or allow others to use or copy them nor will the Customer use or allow any third party to use the said technical documents other than in connection with the Goods.
3.8 The Company reserves the right to impose a re-stocking charge on all returned goods. Goods shall not be returned to the Company without prior
4.1 The price for each delivery of the Goods shall be the Company's current list price which is available on request or otherwise agreed in the Order. Until an Order has become binding on the Company all specifications and prices are subject to change without prior notice.
4.2 All prices are exclusive of value added tax and similar taxes, levies, or duties, which the Customer shall be additionally liable to pay to the Company.
4.3 The Company reserves the right, by giving notice to the Customer, at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company in executing the Contract due to any factor beyond the control of the Company (such as, without limitation, any increase in the cost of labour, raw materials, overheads, or currency), any change in delivery dates, quantities, or specifications for the Goods arising as a result of any error or omission or changes deemed necessary by the Customer, or any delay or interruption on the Contract not attributable to the Company.
4.4 The Customer shall not instruct the employees of the Company or its sub-contractors to carry out any alterations or additions without the consent of the Company in writing, and such alterations or additions shall be the subject of an extra charge on terms to be agreed and confirmed by the Company in writing.
4.5 The price shall exclude delivery and transport charges unless specified at the quotation stage, which the Customer shall be liable to pay in addition to the price.
4.6 If any licence or consent of any government or other authority shall be required for the purpose of importation of the Goods, the Customer shall obtain the same at its own expense and if necessary or so required, shall produce evidence of the same to the Company on demand. The Company shall provide the Customer at the Customer's request and expense with a document issued in the country of origin and which the Customer may require for the importation of Goods into the country of destination and where necessary for their passage in transit through any other country.
5 Terms of Payment
5.1 Unless otherwise agreed in writing, the Company shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price of any time after the Customer has been notified that the Goods are ready for collection, or the Company has tendered delivery of the Goods.
5.2 The Company reserves the right at its option to require payment in part or in full for the Goods prior to manufacture or despatch and reserves the right to withhold manufacture or delivery of the Goods until such payment is received.
5.3 Unless otherwise agreed by the Customer in the Quotation, the terms of payment shall be 30 days from the date of invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. Receipts for payment will only be issued on request.
5.4 The time of payment of the price shall be of the essence of the Contract.
5.5 Where Goods are delivered by instalments the Company may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Conditions.
5.6 No right of set-off shall exist in respect of any claims by the Customer against the Company unless and until such claims are accepted in full by the Company in writing and the Customer shall not withhold all or any part of any sum which has become due for payment under the Contract
5.7 If the Customer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to: -
5.7.1 cancel the Contract so far as any Goods remain to be delivered, or suspend any further delivery of the Goods; and
5.7.2 charge the Customer interest (both before and after any judgement) on any amount that remains unpaid after 60 days from which if fell due at the rate of 2 per cent per month, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
6.1 Delivery shall mean delivery of the Goods to the Customer at the Company's premises or delivery of the Goods to a carrier nominated by the Customer or to the Customer’s business address by the Company whichever as agreed or deemed most appropriate by the Company. In the absence of specific instructions, the Company may nominate a carrier or act as carrier whichever is deemed most appropriate by the Company.
6.2 The Customer shall bear all transport, storage, insurance and forwarding costs. The Company can immediately increase transport charges from time to time to reflect any increase in costs the Company have to pay to provide this service (for example, increased costs of fuel) provided the Company give the Customer notice within a reasonable time of that increase.
6.3 Non-delivery of the Goods must be notified to the Company within 7 days of the invoice date. If the Company fails to deliver the Goods for any reason other than any cause beyond the Company's reasonable control or the Customer's fault, and the Company is accordingly liable to the Customer, the Company's liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.4 Failure by the Customer to notify the Company of non-delivery in accordance with clause 6.3 shall preclude the Customer from any rights or remedies against the Company whatsoever
6.5 The Customer is required to acknowledge receipt of all Goods by signing the delivery note supplied by the Company or its agents. The delivery note should then be returned to the Company.
6.6 If the Customer shall fail to accept delivery of the Goods as and when proffered by the Company, then the Company shall be deemed to have tendered and the Customer to have refused delivery at that date.
6.7 If the Customer fails or refuses to take delivery of the Goods on the due date or fails to give the Company adequate instructions for delivery at the time stated, then he shall be liable to the Company for any loss or costs arising from such failure or refusal and for a reasonable charge by the Company for the care custody storage and insurance of the Goods until actual delivery. The Company may also sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the Contract price. This provision shall be in addition to and not in substitution of any other payment or damages for which the Customer may become liable in respect of his failure to take delivery at the appropriate time.
6.8 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in despatch or delivery or any loss or damage thereby arising. Quotations for Goods to be supplied from stock are made subject to such Goods being in stock and available on acceptance of the Order. Time of delivery shall not be the essence, and the Customer shall not be able to cancel the Contract, refuse delivery of the Goods or withhold payment on account of any delay howsoever caused.
6.9 The Customer shall be responsible at his own expense and risk for the unloading of the goods. Where Goods are taken to a site and not unloaded, due to the absence of sufficient labour or machinery to offload, then the Customer shall be responsible for redelivery charges together with those others as outlined above.
6.10 The Company reserves the right to deliver the Goods in instalments and each such instalment shall constitute a separate Contract. Failure by the Company to deliver anyone or more of the instalments shall not entitle the Customer to treat the contract as repudiated.
7.1 The risk of damage to or loss of the Goods shall pass to the Customer;
7.1.1 in the case of the Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
7.2 Any claim by the Customer which is based on the quality or condition of the Goods or their failure to correspond with the Order shall (whether or not delivery is refused by the Customer) be notified to the company within 3 days from the delivery date or (where the defect was not apparent on reasonable inspection) within 3 days after discovery of the failure to correspond with the Order. If delivery is not refused, and the Company is not so notified within the time limit, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
7.3 Unless the condition in clause 7.2 is strictly observed, the Company shall be under no liability whatsoever in respect of any loss or damage in transit (or non-delivery) of the whole or any part of the Goods.
8.1 Title in the Goods or any part of them or in any Goods of the Company (whether delivered under this Contract or otherwise) shall not pass to the Customer until the Customer shall have paid in full all monies owing under this or any other Contract. The Customer shall keep all Goods properly stored and protected and separate from the goods of third parties in such a way that the Goods can clearly be recognised as the property of the Company.
8.2 If the Customer shall be in breach of the terms of this Contract then all monies owed by the Customer to the Company, whether under this Contract or otherwise, shall become immediately due and payable and the Customer hereby grants to the Company or its agents an irrevocable licence to enter upon the Customer's premises to recover and/or resell such Goods (irrespective of whether they have become fixtures) as the Company may deem necessary to recover all sums owing to it by the Customer together with any reasonable costs of the Company so incurred. This right shall continue to subsist notwithstanding the termination of the Contract through the happening of any of the events specified in these Conditions or otherwise and without prejudice to any accrued rights of the Company under the Contract.
8.3 Until all monies owing to the Company (whether under this Contract or otherwise) have been paid in full the Goods shall remain the absolute property of the Company and the Customer shall only be entitled to possession of the Goods on these Conditions and shall hold the Goods in a fiduciary capacity as bailee.
8.4 The Customer shall keep the Goods in good condition and shall maintain full insurance in respect thereof on the Company's behalf in an amount which is not less than the price payable to the Company for the Goods, and all the proceeds of such insurance shall be held on trust for the Company.
8.5 If clause 8.1 is held to be invalid to reserve the Company's title to Goods delivered under this Contract by reason of the reservation of title until all Goods delivered to the Customer by the Company have been paid for then nevertheless ownership of the Goods delivered under this Contract shall remain with the Company until those Goods themselves have been paid for. Until such time as the title to the Goods passes to the Customer, the Customer shall be entitled to sell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Customer and third parties and in the case of tangible proceeds, stored, protected and insured.
8.6 In the event of the Goods or any part thereof being incorporated in or mixed with any other Goods prior to the payment of all sums due to the Company from the Customer the Customer or any person acting through him or on his behalf shall in the event of sale of such mixed Goods hold that part of the proceeds of sale of the said Goods as is attributable to the Goods in trust for the Company and will account to the Company for that part of the said proceeds of sale as are attributable to the Goods.
8.7 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so, all monies owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) become immediately due and payable.
8.8 The terms of this Contract specifically exclude all forms of lien to which the Customer may claim to be entitled.
8.9 If the Company becomes entitled to repossess any Goods by virtue of these Conditions, then if the Goods are not clearly identifiably as the property of the Company: -
8.9.1 it shall be irrefutably presumed that the Customer has used or sold Goods which belong to the Customer before Goods which belong to the Company; and
8.9.2 the Company shall be entitled to exercise its licence under this condition to repossess any Goods which are similar to the Goods belonging to the Company and it shall be irrefutably presumed that the Goods which the Company shall repossess shall belong to the Company.
9.1 Any Goods not of the Company's own manufacture incorporated in the Goods or sold by the Company are not guaranteed by the Company but carry the maker's guarantee (if any) only and only in so far as the benefit of such guarantee can be passed on by the Company to the Customer.
10.1 Subject to the remaining sub-clauses of this clause, the Company warrants that the Goods (being of the Company's manufacture ("the Company's Goods") will be of merchantable quality and reasonably fit for their purpose for the period of 6 months following delivery, ("the Warranty Period").
10.2 If the Company's Goods or workmanship is proved to be defective during the Warranty Period, then the Company undertakes at its sole discretion for the duration of the Warranty Period to replace, give credit for, or rectify the Company's Goods free of charge provided that :-
10.2.1 the Customer notifies the Company in writing of its claim within 14 days of discovering the alleged defect giving full details of the alleged defect;
10.2.2 the Company shall be entitled and shall be offered the facilities to inspect and test the Goods;
10.2.3 (upon examination) the Company's Goods prove to be defective or fail due to faulty materials manufactured by the Company or defective workmanship of the Company;
10.2.4 a person other than the Company has not tampered with the Goods or any part of the Goods;
10.2.5 the Goods shall have been used, maintained and stored in a proper manner.
10.3 Variations in quantity and/or variations or defects in quality or dimensions in any delivery shall not be a ground for cancellation of the rest of the Contract.
10.4 If such notice is not received and such proof not forthcoming within the Warranty period, then the Goods shall be deemed to be free from any defect.
10.5 Where the Customer provides a specification for Goods to be designed manufactured or assembled by the Company, the Company shall not be liable for any defect in the Goods caused by compliance with the specification.
10.6 Nothing in these Conditions shall have the effect of excluding or limiting liability to a person for death personal injury or damage to property as defined in the Consumer Protection Act 1987.
10.7 Nothing in these Conditions shall impose any liability upon the Company in respect of any loss damage consequential or otherwise in relation to or arising out of Goods found to be defective or attributable directly to the acts omissions negligence or default of the Customer or Customer's servants or agents involving (in particular but without prejudice to the generality of the foregoing) any failure by the Customer to comply with the recommendations of the Company as to storage handling and use of the Goods.
10.8 If the Company shall become legally liable to the Customer in any way whatsoever then the liability of the Company in respect of any or all causes of action involved shall in no circumstances exceed the level of products liability insurance £10,000,000 in aggregate.
10.9 The Company's liability does not cover defects arising from alterations carried out to the Goods without the Company's written consent nor does it cover normal deterioration of the Goods.
10.10 The Customer shall ensure that at the time of the sale and delivery of any of the Goods to any customer of the Customer, those Goods are of merchantable quality and comply with all conditions, guarantees and warranties (including any guarantee which the Company may from time to time offer to the ultimate Customers of the Goods) whether express or implied by statute or common law applicable in respect of the sale of those Goods and the Customer will indemnify the Company against all claims made by any such customer resulting from the Customer's failure to comply with the terms of this Condition.
11.1 The Customer undertakes to indemnify the Company against all claims relating to or arising from Goods sold to the Customer by the Company in respect of any loss, damage or expense sustained by any third party caused by the Customers’ negligence.
11.2 If any claim is made against the Customer that the Goods manufactured and sold by the Company infringe or that their use or resale infringes the patent, copyright, design, trademark or other industrial or intellectual property rights or any other person, the Company shall indemnify the Customer against all loss, damage, costs and expenses of the Customer, in respect of such claim, provided that: -
11.2.1 the Goods have not been manufactured to a specification of the Customer;
11.2.2 the Company is given full control of any proceedings or negotiations in connection with any such claim;
11.2.3 except pursuant to a final award, the Customer shall not pay or accept any such claim, or compromise any such proceedings, without the consent of the Company (which shall note unreasonably withheld);
11.2.4 without prejudice to any duty of the Customer at common law, the Company shall be entitled to require the Customer to take such steps as the Company may reasonably require to mitigate or reduce any loss, costs, damages or expenses for which the Company is liable to indemnify the Customer under this condition.
12 Default or Insolvency of Customer
12.1 This Clause applies if: -
12.1.1 the Customer defaults in any of his commitments with the Company; or
12.1.2 the Customer makes any voluntary arrangement with his creditors or becomes subject to an administration order or becomes bankrupt; or (being a company) goes into liquidation (other than for the purposes of amalgamation or reconstruction); or
12.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property and assets of the Customer; or
12.1.4 the Customer ceases, or threatens to cease, to carry on business; or
12.1.5 the Company reasonably apprehends that any of the events mentioned above is about to occur in relating to the Customer and notifies the Customer accordingly.
12.2 If this condition applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel any uncompleted order or to withhold or suspend delivery.
12.3 In the event of an occurrence as outlined in Clause 12.1, then the Customer shall indemnify the Company against all loss including loss of profit, costs (including the costs of labour and materials used and overheads incurred) and all other expenses and damages connected with the Order and its cancellation (the Company giving credit to the value of any materials sold or utilised for other purposes).
12.4 If the Customer shall become aware that any of the circumstances mentioned in Clause 12.1 has or is likely to occur, then the Customer must inform the Company of the occurrence or likely occurrence of such event immediately.
12.5 The Customer shall indemnify the Company in respect of all legal administration and other costs and expenses resulting from any breach by the Customer of these Conditions, or the Contract.
13 Force Majeure
13.1 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or failure to perform, any of the Company's obligations in relation to the Contract if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control: -
13.2 Act of God, explosion, flood, tempest, fire or accident;
13.2.1 war or threat of war, sabotage, civil disturbance or requisition;
13.2.2 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
13.2.3 import or export regulations or embargoes;
13.2.4 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or a third party);
13.2.5 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
13.2.6 power failure or breakdown in machinery;
13.2.7 epidemic or pandemic.
14.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or such other address including an email address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
14.2 No waiver by the Company of any breach of the Contract by the Customer shall be considered a waiver of any subsequent breach of the same or any other provision.
14.3 If any of the provisions of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions in question shall not be affected thereby.
14.4 The Contract shall be governed by the laws of England and for the purposes of settlement of any disputes arising out of or in conjunction with these Conditions or the Contract the parties hereby irrevocably submit themselves to the exclusive jurisdiction of the English Courts.
14.5 The Company reserves the right to subcontract the fulfilment of the Order or any part of it.
14.6 This Contract is between the Company and the Customer and is not assignable without the consent of the Company.
14.7 The breach of any Holding, Subsidiary, or Associated company (as defined in Section 736 of the Companies Act 1985) of the Customer of any of the terms and conditions of any contract agreement or other arrangement with the Company shall be deemed to be a breach of the terms of the Contract and shall entitle the Company to take or refrain from taking all acts and remedies to which it is entitled under these Conditions as if such default had been a breach or default under the Contract.
15 Export Terms
15.1 In these Conditions, "Incoterms" means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions on Incoterms and these Conditions, the latter shall prevail.
15.2 Where the Goods are supplied for export from the United Kingdom, the Goods are supplied ex-works subject to Incoterms, the provisions of this Clause shall (subject to any special terms agree in writing between the Company and the Customer) apply notwithstanding any other provision of these Conditions.
15.3 The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the Country of destination and for the payment of any duties thereon.
15.4 Unless otherwise agreed in writing between the Company and the Customer, the Goods shall be delivered Ex works.
15.5 The Customer shall be responsible for arranging for inspection of the Goods at the Company's premises before shipment. The Company shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.