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1 General.
(a) These conditions shall come into force on acceptance of your order by
us.
(b) In case of any conflict variance or inconsistency between these conditions
and the terms of your enquiry or your order or any correspondence relating
thereto these conditions shall prevail to the extent that they are not specifically
excluded in writing by us.
(c) No statements, documentation or correspondence which is not specifically
herein stated or referred to shall apply to the Contract brought into being
on acceptance of your order by us.
(d) All goods supplied by us are sold only upon the following conditions. The
placing of an order for any such goods, or the acceptance of our quotation
or tender or of delivery of the goods, includes acceptance of the following
conditions. Unless expressly agreed to us in writing, any other terms or conditions
(including any which may be contained in your order) are excluded. Unless expressly
incorporated in our quotation or tender, all descriptions, illustrations, drawings,
dimensions, weights, measures, specifications, standards of performance or
other descriptive matter or precontractual statements are approximate only
and shall not form part of the contract. Our record of any order placed by
you verbally shall be conclusive as to the type and quantity of produce and
the point and date of delivery.
2 Validity.
Unless previously withdrawn, our quotation is open for acceptance within the
period stated therein or, when no period is so stated, within 30 days after
its date, and is subject to written confirmation by us at the time of acceptance.
All goods are offered subject to their being available upon receipt of order.
3 Delivery.
The risk in all goods passes to you when they first enter those premises or are placed in store under Clause 5. We reserve the right to choose the method of transport, to charge you with all manufacturers Carriage charges for special items. Prices quoted are for UK mainland only.
4. Delivery Times
Any times quoted for delivery are to date from receipt by us of your written
order and all necessary information to enable us to put the work in hand.
5. Delay in Delivery.
If we do not receive sufficient forwarding instructions within 14 days after
notification that the goods are ready for despatch, you will either take delivery
or arrange for storage. Otherwise we shall be entitled to arrange storage on
your behalf and at your risk, either at our own works (making a charge of 1.5%
of the invoice value of the goods per month) or elsewhere: we shall also be
entitled to payment as if the goods had been duly delivered. All charges for
storage, insurance or demurrage will be payable by you.
6. Acceptance.
Unless you give us written notice within 7 days from the date
of delivery that the goods are not in conformity with the contract, you are
deemed to have accepted
the goods.
7. Passing of Property.
Notwithstanding delivery all goods supplied by us will remain our absolute
property until you pay in full for them and for all other goods previously
supplied by us. You will store the goods in such a way that they are readily
identifiable as our property, but you may, as trustees for us, sell them to
a third party in the normal course of our business. Upon any sale by you of
the goods (either alone or with other items) all rights which you have against
the buyer shall automatically vest in us. We shall be entitled immediately
after giving notice of our intention to repossess to enter upon any premises
with such transport as may be necessary and repossess any goods to which we
have title under this Clause.
8. Loss or Damage in Transit.
Any shortage or damage must be clearly stated upon the driver’s Delivery
Sheet and a written statement of the facts received at our branch and by the
Carrier (if not ourselves) within 3 days after the date of delivery, otherwise
no claim will be entertained. The package and contents should be retained for
examination.
Written notice of any non-delivery must be received at our branch within 7
days after the date of invoice. Time is of the essence of this clause. Our
liability in respect of any claim accepted under this Clause is limited to
making up the shortage or replacing any goods proved to have been damaged or
lost in transit to the point of delivery, and we accept no liability for any
loss or damage suffered by you, whether direct or consequential and however
so arising.
9. Packing Etc.
Pallets, IBC’s or other returnable packaging are not included in the
quoted price, and will be charged at current rates. You will however, be credited
with the amount charged when it is returned to us in good condition within
14 days of the date of our invoice.
10 Prices.
All goods are sold subject to the prices and any relevant discounts ruling
at the time of delivery. Our prices, discount rates and Conditions of Sale
may be altered at any time without notice. All discounts and prices are calculated
upon a whole order or majority of the order basis. If, when placing your order
you select only certain items or reduced quantities are specified, we must
reserve the right to review the discounts and prices at which such orders are
accepted.
11. Credit Account Payments.
Payment in full without retention or set-off shall be due no later than the
end of the month following that in which the goods were delivered or on earlier
demand. If you do not comply punctually with these terms of payment we reserve
the right to charge you interest on any amount overdue at the rate of 2% over
the Lloyds Bank PLC base rate current for the time being, and without notice
to suspend further deliveries until all arrears (including interest) have been
paid and, at our option, to rescind and subsisting contract with you as to
all or any parts of future deliveries but without prejudice to any rights already
occurred to us under such contracts.
12. Performance/Defects.
(a) We shall be under no liability for any defect, which is due to accident,
fair wear and tear, negligent use, tampering, improper handling, improper use,
improper operation or improper storage or any other default on the part of
any person other than us. (b) We shall not be responsible for the suitability
of goods supplied by us when used otherwise than in accordance with instructions
in writing supplied by us whether on product labels or howsoever. (c) In particular,
we shall not be liable for any consequential loss or damage nor shall we have
any liability in tort, when our products are used otherwise than in accordance
with instructions supplied as aforesaid. (d) Where goods supplied by us are
manufactured by others, we shall pass on to you the benefit of the warranty,
if any, given by the manufacturer of the goods.
13. Return of goods.
Under no circumstances may goods supplied against a firm order be returned
without our prior written consent and the receipt of your advice note stating
the reason for the return and the date and number of our invoice. All goods
returned must be securely packed and unless we arrange collection consigned
carriage paid. If we collect we reserve the right to make a handling charge
and the issue of our collection note will not bind us to issue and credit in
respect of the goods.
14. Termination.
We may, without prejudice to our other rights and remedies determine the contract
or any unfulfilled part of it or withhold further deliveries or make partial
deliveries if:-
(a) You fail to make payment on the due date under this or any contract between
us.
(b) You purport to cancel or suspend, or commit any breach of, this or any
other contract between us.
(c) You become insolvent or make any composition with your creditors or have
a receiver appointed of all or any part of your undertaking or assets or go
in liquidation (save for the purposes of amalgamation or reconstruction) and
we shall be entitled to recover from you all our loss including any loss of
profit or loss on re-sale.
15 Waiver.
Any failure by us to enforce any or all these Conditions shall not be construed
as a waiver of any of our rights hereunder.
16. Jurisdiction
These conditions shall be governed and construed in accordance with English
Law and shall be subject to the exclusive jurisdiction of the English Courts.
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