1.APPLICATION FOR CONDITIONS OF SALE
The company’s (G. Bruce & Company Limited) sale conditions shall apply exclusively to all contracts concluded by us even if the Customer objects to them or refers to other terms and conditions.
The price shall be the Company’s quoted price or, where no price has been quoted, the price listed in the Company’s published price list at the date of acceptance of the order. The Company reserves the right to increase the price to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company such as, without limitation, foreign exchange fluctuations, currency regulation, alteration of duties, freight rates, insurance, label materials or other costs of manufacture, etc..
Subject to any special terms agreed in writing, the Company shall be entitled to invoice the Customer for the price of the goods on or at any time after delivery of the goods and if the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to :-
(a) Cancel the contract or suspend any further deliveries to the Customer.
(b) Appropriate any payment made by the Customer to such of the goods supplied under any other contract between the Customer and the Company as the Company may think fit and
(c) Charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 2% per annum above Barclay’s Bank Base Rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest)
(a) Delivery of the goods shall be made by the Customer collecting the goods or shall be deemed to take effect 14 days after the Company has notified the Customer that the goods are ready for collection. Any dates quoted for delivery by the Company are approximate only. Time for delivery shall not be of the essence. If the Company fails to deliver the goods for any reason whatsoever then the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.
(b) If the Customer fails to take delivery of the goods then, without prejudice to any other right or remedy available to the Company, the Company may:-
(i) Store the goods until actual delivery and charge the Customer for the reasonable costs (including insurance of storage) or
(ii) Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for any excess over the price under the contract or charge the Customer for any shortfall below the price under the contract or
(iii) Ship the goods and invoice the Customer
5.PASSING OF RISK
Unless otherwise specified in the Company’s sales contract, risk in the goods passes to the Customer at point of delivery to the Customer or collection by the Customer.
6.TIME OF DELIVERY & WEIGHT
Any delivery weights and times stipulated in the Company’s contract are only approximate. Where the delivery of the goods is to be made in bulk, the Company reserves the right to deliver up to 10% more or 10% less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered. Claims by the Customer for weight differences will only be considered if made in writing within seven working days of delivery or collection.
7.SALE AGAINST SAMPLE
If the goods are sold against a sample then the quality of the sample is only to be regarded as a general type sample.
8.INFORMATION & ADVICE
Any advice given to the Customer is without any obligation and excludes the Company’s liability. Any verbal or written technical advice does not relieve the Customer of his responsibility to determine the suitability of the goods for the purpose intended.
Subject as expressly provided in these conditions and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Company shall be under no liability in respect of any defect arising from any drawing, design or specification supplied by the Customer. The Company shall be under no liability in any respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions, misuse or alteration or repair of the goods without the Company’s approval. The Company shall be under no liability under any warranty, condition or guarantee if the total price for the goods has not been paid by the due date for payment.
Any warranty, condition or guarantee will not extend to parts, materials or equipment not manufactured by the Company in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
Any claim by the Customer which is based on any defect in the quality or condition of the goods or their failure to correspond with the specification shall (whether or not delivery is refused by the Customer) be notified to the Company within seven working days of delivery. If the delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the goods have been delivered in the contract.
Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet the specification is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the goods (or a proportionate part of the price) but the Company shall have no further liability to the Customer.
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) cost, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Customer, except as expressly provided in these conditions.
10.RETENTION OF TITLE
Until payment in full is made by the Customer for the goods:-
(a) Not withstanding delivery and the passing of risk in the goods, the property in the goods shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due.
(b) Until such time as the property in the goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and shall keep the goods separate from those of the Customer and third parties properly stored, protected and insured and identified as the Company’s property. The Customer shall account to the Company for the proceeds of the sale or otherwise of the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Customer.
(c) Until such time as the property in the goods passes to the Customer (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the goods to the Company and, if the Customer fails to do so forthwith to enter upon the premises of the Customer or any third party where the goods are stored and repossess the goods.
(d) If the goods shall be processed or mixed with any other goods thereby produced (“New Articles”) shall become the property of the Company either solely or, if the goods are mixed with other goods the property in which is retained by any other person or persons, jointly with such other person or persons in proportion to the cost prices to the Customer of the goods and such other goods:
(e) and the Customer may sell the goods and the New Articles in the normal course of its business but shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of the Company.
If the processing, transport or delivery of the goods is prevented, interrupted or delayed by war, civil war, shipwreck, or other breakdown or accident at sea, in the air or on land, fire, flood, Government order or control of any form, strikes, lock-outs or circumstances usually described as “force majeure”, or if all or part of the goods assigned by the Company for the fulfilment of the contract are destroyed or rendered unmerchantable, then the Company has the option of cancelling any or all of the deliveries under this contract. Deliveries not cancelled will be delayed until the circumstances causing delay cease.
Containers, pallets, packing cases, casks, drums, carboys and wrappers or packing materials of any description are returnable in good condition unless otherwise stated by the Company in advance, the Customer being liable for any damage thereto, and if not returned to the Company within ninety days from the date of delivery then the Customer shall be liable to pay to the Company the replacement cost of such materials.
13.LAW APPLICABLE & JURISDICTION
These conditions and the contract of which they form part shall be governed and interpreted according to the laws of England. Any dispute shall be determined by the Courts of England to the non-exclusive jurisdiction of which the Customer expressly submits.
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