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1. DEFINITIONS
1.1 "The Seller" means Essential Trading Co-Operative
Ltd.
1.2 "The Buyer " means the person, firm or company named as
such on the invoice.
2. OTHER TERMS OR REPRESENTATIONS
2.1 All contracts are subject to the seller's conditions
of sale as printed herein.
2.2 The seller shall not be bound by any variation, waiver or addition
to these terms unless the same is agreed in writing.
2.3 These conditions shall supersede and override any conditions of purchase
stipulated by the buyer except and to the extent that any conditions of
purchase are agreed in writing by the seller.
3. DESCRIPTION AND QUALITY
3.1 Unless otherwise stated the quality shall be equal
to the fair and average quality of that particular year's crop.
3.2 Due to the nature of many of the products sold by the seller, no guarantee
can be given of 100% purity.
3.3 The seller is unable to make condition or warranty as to the suitability
of goods for any particular purpose and it shall be the buyer's responsibility
to ensure that any goods contracted for or supplied are suitable, or put
them into such a condition as will render them suitable, for any particular
purpose.
3.4 Due to the perishable nature of the goods sold, the seller is unable
to make condition or warranty as to the length of tome for which goods
will remain fit for consumption. It is the responsibility of the buyer
to ensure that goods are fumigated as necessary.
3.5 Should any goods not conform with their description or sample or not
be of merchantable quality then such goods shall be accepted, but a fair
allowance shall be made which shall be the buyer's sole remedy. Such allowance
to be limited to the appropriate proportion of the purchase price. The
buyer shall forfeit the right to claim such an allowance if the claim
is not made within seven days of delivery.
3.6 When the condition of any goods is changed by virtue of processes
initiated by buyers/receiver, the goods are deemed to be accepted and
no claims can then be considered.
4. ESTIMATION
4.1 The quantities contracted for for sale are estimated.
The words "about" or "more or less" or similar words
when applied to the contract quantity mean that the quantity to be shipped
or delivered will not be more than 10% more or less than the quantity
specified.
5. PRICE
5.1 The price of any contract is based on current costing.
Should the price to the seller be increased due to any increases in freight,
duty, levy, minimum import price, value added tax, insurance, transport,
landing or warehousing or other charges, then such increases shall be
for the buyer's account.
6. PAYMENT
6.1 All goods shall be paid for at the time of receipt,
unless previously arranged in writing.
6.2 There will be a charge of 1% (with a minimum charge of £5) for
every two weeks, or part thereof, delay in payment. Cheques returned to
the seller will be charged at 1% of cheque value (minimum charge £10),
plus 1% of cheque value (minimum charge £5) for each representation.
6.3 Payment by cheque or any other negotiable instrument will be deemed
conditional payment.
7. RIGHTS TO TERMINATE OR DELAY
7.1 The seller shall have at any time the right to demand
from the buyer payment of all overdue accounts, whether for goods supplied
under this or any contract of sale and in the event of the buyer failing
to comply with such a demand, the seller may delay delivery until such
overdue accounts are paid.
7.2 If the buyer should become insolvent, go into or be placed in receivership
or liquidation, has suspended payment of debts or is making any arrangements
with creditors the seller may, without prejudice to any other right which
s/he may be entitled hereunder or otherwise, terminate the contract forthwith
(or upon notice as the seller thinks fit).
8. FORCE MAJEURE
8.1 In the event of contingencies beyond the control
of the seller (such as fire, accident, war, flood, interruption of traffic
or of production, lack of shipping space, regulations or restrictions
by any Government, alteration of regulations, lack of import or export
license, strikes, lock-outs, civil disturbances or any case of Force Majeure)
or of any other cause interfering with the manufacture or delivery of
the goods, the seller will not be liable for any loss caused by non-delivery
or delay, or postponement of delivery.
9. DELIVERY
9.1 Shipment and delivered dates are given in good faith,
but are only estimates made by the seller and are not guaranteed.
9.2 The seller may, at its sole discretion, make any delivery by instalments.
9.3 Where delivery is made by instalments each delivery shall be considered
a separate contract, and each instalment shall be paid for separately.
10. LOSS OR DAMAGE
10.1 It shall be the responsibility of the buyer to notify the carrier,
warehouse and seller of any loss or damage to goods in writing within
seven days from the date of delivery, or if goods are sold ex-store the
within seven days of the date of delivery order.
10.2 The buyer shall be debarred from recovering any losses resulting
directly or indirectly from any loss or damage if s/he fails to comply
with 10.1.
10.3 In any event the seller shall not be liable for loss of profits or
consequential loss or damage howsoever caused or occasioned.
11. CONTAINERISATION
11.1 Any demurrage caused or resulting from the buyer
being unable to take delivery or arising from the detention of containers
at the buyer's premises or the premises of their agents or contractors
shall be for the buyer's account.
11.2 The buyer is responsible for ensuring that the seal affixed to the
container is affixed and intact at the time of delivery and when a seal
is broken or missing at the time of delivery this must be noted on the
carrier's receipt. In the absence of such notification no claim whatsoever
shall be entertained by the seller.
11.3 Any deficiencies, shortages or damages must be noted clearly on the
carrier's receipt at the container is accepted and unloaded.
11.4 Any claim in writing must be made to the carrier and the seller on
the day of delivery.
12. PROPERTY AND RISK
12.1 Property in the goods shall remain with the seller
until the buyer has made full payment for them.
12.2 Until property passes to the buyer the buyer shall keep the goods
separate and readily identifiable as the property of the seller.
12.3 Property in the goods shall not pass to the buyer until the buyer
has discharged all outstanding liabilities to the seller.
12.4 If, before property passes to the buyer, the buyer sells the goods
the buyer shall receive the proceeds of sale thereof on trust for the
seller and shall keep such monies separate from other monies.
12.5 Risk to the goods shall pass to the buyer on delivery or upon the
seller issuing a delivery order in favour of the buyer.
13. AGENTS
13.1 Where the buyer is acting on behalf of a principal,
whether disclosed or not, the buyer shall be personally responsible for
the performance of the contract by the principal.
14. PROPER LAW
14.1 This contract shall be governed by English law.
15. DISPUTES
15.1 Any dispute arising out of this contract shall
be settled by arbitration in Bristol in accordance with the rules of the
appropriate trade association. |