(a) The Products are at the risk of the Purchaser from the time of delivery.
(b) Property and ownership in the Products, notwithstanding delivery of the Products to the Purchaser, shall not pass from the Company until: (i.) the Company has been paid in full (in cash or cleared funds) for the Products; and (ii.) no other sums are then outstanding from the Purchaser to the Company on any account whatever, whether or not such sums have become due for payment.
(c) Until ownership in the Products has passed to the Purchaser:
(i.) the Purchaser shall hold the Products on a fiduciary basis as bailee for the Company;
(ii.) the Purchaser shall store and label the Products separately from the other products in its possession, at no cost to the Company, so that the Products are readily identifiable as the Company’s Products;
(iii.) the Purchaser shall maintain the Products in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Purchaser shall produce the policy of insurance to the Company.
(d) The Purchaser may resell the Products before ownership has passed to it solely on the following conditions:
(i.) any sale shall be effected in the ordinary course of the Purchaser's business at full market value; and
(ii.) any such sale shall be a sale of the Company's property on the Purchaser's own behalf and the Purchaser shall deal as principal when making such a sale.
(e) The Purchaser's right to possession of the Products shall terminate immediately if any of the events in condition 13(a)(i) to (vi) occur.
(f) The Company shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products have not passed from the Company.
(g) The Purchaser grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Purchaser's right to possession has terminated, to recover them.
(h) Where the Company is unable to determine whether any Products are the Products in respect of which the Purchaser's right to possession has terminated, the Purchaser shall be deemed to have sold all Products of the kind sold by the Company to the Purchaser in the order in which they were invoiced to the Purchaser.
(i) If the Purchaser has not received a payment on the disposal of any of the Products, it shall upon written request by the Company assign to the Company all or any of its rights against its customer in respect of that disposal. (j) On termination of the Contract, however caused, the Company's (but not the Purchaser's) rights contained in this condition 7 shall remain in effect.
(a) The quantity and description of the Products shall be as set out in the Company's quotation or acceptance of order.
(b) All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
(a) The delivery of Products shall be, as a rule, performed via an established carrier service, and delivery shall made to the Purchaser at its place of business or residence (or such other address agreed in writing between the parties). Delivery to a carrier shall constitute delivery to the Purchaser and risk shall pass to the Purchaser at the point of delivery to the carrier. The Purchaser shall be responsible for arranging its own insurance to cover such risk.
(b) In the event thatit is agreed between the Company and the Purchaser that the delivery of the Products shall take place at the Company's place of business, the Purchaser shall take delivery of the Products within 48 hours of the Company giving it notice that the Products are ready for delivery.
(c) Delivery dates given by the Company are approximate only and delay in delivery shall not give the Purchaser the right to cancel any order unless the Company has accepted in writing a firm delivery date with time being expressed to be of the essence of the Contract.
(d) Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by the Company's negligence), nor shall any delay entitle the Purchaser to terminate or rescind the Contract unless such delay exceeds 180 days.
(e) If for any reason the Purchaser fails to accept delivery of any of the Products when they are ready for delivery, or the Company is unable to deliver the Products on time because the Purchaser has not provided appropriate instructions, documents, licenses or authorizations:
(i.) risk in the Products shall pass to the Purchaser (including for loss or damage caused by the Company's negligence);
(ii.) the Products shall be deemed to have been delivered; and
(iii.) the Company may store the Products until delivery has been effected, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
(f) If delivery is being effected under condition 4(b), the Purchaser shall provide at the point of delivery and at its expense adequate and appropriate equipment and manual labour for loading the Products.
(g) If the Company delivers to the Purchaser a quantity of Products of up to 10% more or less than the quantity accepted by the Company under a Contract, the Purchaser shall not be entitled to object to or reject the Products or any of them by reason of the surplus or shortfall and shall pay for such Products at the pro rata Contract rate.
(h) The Company reserves the right to deliver Products by instalments in any sequence and to invoice each instalment separately. Where the Products are delivered by instalments, each instalment shall be deemed to be purchased under a separate Contract. No cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate or cancel any other Contract or instalment.
(i) Unless a specific method and manner of transportation of Products in relation to any particular order is agreed in writing between the Company and the Purchaser, Products shall be transported by such method as the Company shall select, whereby the Purchaser shall be duly informed regarding such transportation.
(a) The quantity of any consignment of Products as recorded by the Company on dispatch from the Company's place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.
(b) The Company shall not be liable for any non-delivery of Products unless the Purchaser gives written notice to the Company of the non-delivery within 24 hours of the date when the Products would in the ordinary course of events have been received.
(c) Any liability of the Company for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
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Last updated: September, 2016