STANDARD CONDITIONS OF SALE
This agreement is made as at the date shown overleaf. Between: whose registered office is at/whose address is (“the buyer”) and (2) Brook Food Processing Equipment Ltd whose registered office is at The New Works. Roughmoor Industrial Estate, Williton, Somerset, TA4 4RF (“the seller”) IT IS AGREED AS FOLLOWS
1. Definitions
In this agreement, the following terms have the following meanings:
2. Recitals
2.1. The Buyer wishes to buy Goods from the Seller and the parties have agreed to the terms of this agreement in relation to such supply.
2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
2.3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the seller.
3. Price
3.1. The price shall be (the seller’s quoted price as shown overleaf) (the price set out overleaf) which shall be binding upon the seller.
3.2. Payment of the price and VAT shall be due. (Time for payment shall be of the essence.)
3.3. Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of (8)% above Lloyds TSB Bank PLC’s base rate from time to time in force and shall accrue at such a rate such a rate after as well as before any judgment.
4. The Goods
4.1. The quantity and description of the Goods shall be as set out in the seller’s quotation.
4.2. The seller may from time to time make changes in the specification of the Goods, which are requested to comply with any applicable safety of statutory requirements, or which do not materially affect the quality or fitness for purpose of the Goods.
5. Warranties and Liability
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller. (Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 s.l2) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
6. Delivery of the Goods
Delivery of the Goods shall be made to the Buyer’s address on the Delivery Date. The Buyer shall make all arrangements necessary to take delivery of the Goods wherever they are tendered for deliver.
7. Acceptance of the Goods
7.1. The Buyer shall be deemed to have accepted Goods after delivery to the Buyer.
7.2. After acceptance the Buyer shall not be entitled to reject Goods, which are not in accordance with the contract.
7.3. Acceptance by the Seller of any Order shall result in a contract for sale of the Goods that are the subject of such Order.
8. Passing of property and risk; additional and alternative provisions
8.1. The Goods shall be at the Buyer’s risk as from delivery.
8.2. In spite of delivery having been made property in the Goods shall not pass from the Seller until:
8.2.1. The Buyer shall have paid the Price plus VAT in full; and No other sums whatever shall be due from the Buyer to the Seller.
8.3. Until property in the Goods passes to the Buyer in accordance with clause 8.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
8.4. Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Sellers property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Seller’s money.
8.5. The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
8.6. Until such time as property in the Goods passes from the Seller to the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 8.4 shall cease.
8.7. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods that are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owning by the Buyer to the Seller shall forthwith become due and payable.
8.8. The Buyer shall insure and keep insured the Goods to the full Price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
8.9. The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part Xll as amended. Prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall become due and payable.
9. Remedies of Buyer
9.1. The Buyer shall inspect the Goods on delivery and shall immediately notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with description or sample. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods.
9.2. If the Goods are not in accordance with the contract for any reason the Buyer’s sole remedy shall be limited to the Seller making good any shortage by replacing such Goods or, if the Seller shall elect, by refunding a proportionate part of the Price.
9.3. The Seller’s liability to the Buyer, whether for any breach of contract or otherwise, shall not in any event exceed the Price and the Seller shall be under no liability for any direct loss and/or expense or indirect loss and/or expense suffered by the Buyer or liability to third parties incurred by the Buyer.
9.4. All warranties and conditions whether implied by statute or otherwise are excluded from this contract PROVIDED THAT nothing in this contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as a consumer.
10. Nature of this agreement
10.1. Neither of them may assign, mortgage or charge (otherwise than by floating charge) or dispose of any of its rights or obligations under this Agreement.
10.2. Nothing in this Agreement shall create any partnership, joint venture or relationship of principal or agent between the parties.
10.3. This Agreement contains the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements and understandings between the parties and may not be modified except by agreement in writing signed by the duly authorised representatives of the parties.
10.4. Each party agrees that it enters into the Agreement without relying on any representation, warranty or other provision except as expressly provided in this Agreement.
10.5. This Agreement is subject to the laws of England and Wales.
10.6. Upon signing the agreement overleaf, the Buyer accepts the Conditions above.
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