Terms and Conditions
- No clauses or conditions of the Buyers which are in any way at variance with these conditions shall have any effect.
- The sellers give no warranty whatsoever and howsoever as the fitness of the goods for any particular purpose or market, which is a matter on which the Buyers agree to satisfy themselves prior to their purchase.
- No claim of any kind whatsoever and howsoever caused shall be made after the expiry of seven days from the date of delivery of the goods.
- No claims of any kind whatsoever and howsoever caused shall be made after the goods have been finished, processed, cut up or dealt with in any way.
- Without prejudice to any other Condition, if goods sold are of foreign origin they are subject to the usual limitations (if any) of the standard of manufacture of that country.
- Without prejudice to the generality of any previous exclusion or limitation of liability the Sellers shall not be liable for any failure to fulfill any term of transaction governed by these Conditions if fulfillment has been delayed, hindered or prevented by any circumstance whatsoever which are not directly within the Sellers control and if the Sellers are able to fulfill some but not all of the demand for their products they may allocate their available supplies among their customers, including parent, subsidiary or associated companies, in such manner as they in their absolute discretion consider to be fair.
- The Sellers are not responsible for delays or non-shipment or non-delivery due to compliance with or because of governmental direction, quota, embargo or order for any goods manufactured overseas.
- Where the goods are for delivery in lots or installments, this contract shall be deemed and construed as a separate contract for each lot or installment. Delay in the delivery or complaint about the first or any subsequent lot shall not entitle the Buyers to reject the following deliveries.
- a) Any default in payment by the Buyers shall entitle the Sellers to suspend or cancel any undelivered portion of any contract at their option preserving all other rights.
b) Interest will be charged on overdue accounts at the rate of 11/2% per four weeks.
10. a) Property in the Goods shall pass to the Buyer upon whichever is the last of the following events, namely payment in full of the price of the Goods and payment in full of every sum which is due from the Buyer to the Seller whether under this contract or otherwise howsoever.
b) Until the happening of the last such even the Buyer shall keep the goods as bailee and shall in so far as may be possible store them in such a way that they are identifiable as the property of the Seller and separate from all goods in the Buyer’s possession.
c) At any time before the happening of the last event mentioned in (a) above the Seller may by notice in writing to the Buyer determine the Buyer’s right to sell the goods and the Buyer shall thereupon return the Goods to the Seller and shall cease to be in possession of the goods with the consent of the Seller and at any time after the giving of such a notice the Seller may enter upon any premises where the Goods are or are reasonably believed to be and may remove them.
d) The Buyer shall be entitled to use or sell the Goods in the normal course of the Buyer’s business before the happening of the last event mentioned in (a) above, but only upon the following conditions :
i) If the Goods are prior to sale by the Buyer made-up or incorporated in or mixed with other goods
then if they remain separately identifiable the Seller shall retain title thereto and if they do not
remain separately identifiable the Seller shall become a joint owner of the goods in or with which
the Goods are incorporated or mixed in such proportion as the value of the Goods bears to the
value of the goods in which the Goods are so incorporated or mixed ;
ii) If the Buyer sells the Goods or goods in or with which the Goods have been incorporated or
mixed the sale shall be on behalf of the Seller as owner or joint owner thereof as the case may be
and the proceeds of any such sale (or the Seller’s share thereof if the sale is of jointly owned property)
shall be held in trust for the Seller and in a separate identifiable account.
e) Notwithstanding the foregoing, the Goods are at the entire risk of the Buyer from the time of delivery.
11. The acceptance of this Sale Note or Invoice and goods will be held to constitute an acceptance of the conditions set out above.