TERMS AND CONDITIONS OF QUOTATION AND SALE Page 1 of 3
The Purchaser's attention is drawn in particular to the provisions of clause 9.
1 APPLICATION OF THESE CONDITIONS
These conditions apply to all contracts and/or agreements for the sale of goods by Scobie & Junor (Estd. 1919) Ltd hereinafter referred to as "the Company" and shall supersede any terms and conditions contained in any order by the Purchaser or in any other document relating to the agreement. In particular, all other terms whether or not agreed or offered, and all conditions and warranties whether expressed or implied and all representations whether made orally or in writing before or after the date hereof are excluded and cancelled save as required by statute, or to the extent that the same appear herein, or are specifically agreed and confirmed in writing and signed by a director of the Company. The headings of the clauses of these conditions are for reference only.
2 SPECIFICATIONS Drawings, photographs, illustrations and other descriptions or performance specifications shall not be capable of being made of the essence of the contract. All representations, unless otherwise specifically agreed in writing, are approximate and for information only and they shall not constitute a sale by description under these conditions. All goods supplied by the Company comply with all applicable and relevant legislation in the United Kingdom. The Purchaser however should satisfy himself as to the performance and suitability of goods for his particular application.
3 QUANTITY In the case of goods to be specially produced by the Company, the Purchaser's order shall be deemed duly fulfilled if the Company shall deliver any shortfall or surplus in quantity not exceeding 10% of the quantity ordered, such shortfall or surplus to be credited or charged on a pro-rata basis.
4 DELIVERY Any date or time of delivery shall not be or be capable of being made of the essence of the contract. Any such date or time is an estimate only and is not contractually binding on the Company. The Purchaser shall not be entitled to terminate the agreement or refuse to take delivery of an order due to late delivery (subject to a late delivery amounting to a material breach) and the Company shall have no liability for any failure or delay in delivering an order to the extent that such failure or delay is caused by the Purchaser's failure to comply with its obligations under this agreement. Where the goods sold comprise more than one item, the Company may deliver the same by installments, whether expressly agreed or not, and in such event the Purchaser agrees to accept delivery of, and pay for, each installment as if each had been purchased under a separate contract. Any claim by the Purchaser in respect of any one or more installments shall not entitle the Purchaser to treat the contract as a whole as repudiated.
5 DAMAGE AND LOSS IN TRANSIT The Company shall not be under any responsibility for goods damaged in transit unless such damage is reported by separate notice in writing to the carriers and to the Company within three days of receipt of the goods by the Purchaser and the goods have been signed for as not examined. In the event of non-delivery of the goods in whole or in part no claim can be entertained, unless notice of such non-delivery reaches the Company within seven days from the date of dispatch.
6 RETENTION OF TITLE
(i) Risk of damage to or loss of the goods shall pass on delivery to the Purchaser or to any carrier or agent of the Purchaser.
(ii) Notwithstanding delivery and the passing of risk in the goods, the title to and property in the goods supplied by the Company to the Purchaser shall not pass to the Purchaser until the Company has received in cash or cleared funds payment in full of the price of the goods and all other goods sold by the Company to the Purchaser for which payment is then due i.e. until all sums due or owing to the Company by the Purchaser of any amount whatsoever have been paid in full.
(iii) Until such time as the property in the goods passes to the Purchaser, the Purchaser is obliged to store the goods in such a way that they can be identified as the Company's property, keeping them separate from the Purchaser's own property and the property of any other person.
(iv) Until such time as the property in the goods passes to the Purchaser, the Purchaser is obliged to maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
(v) Until such time as the property in the goods passes to the Purchaser, the Purchaser grants the Company, its agents and employees an irrevocable license and right to enter any premises where the goods are stored in order to inspect or repossess them at any time.
(vi) The title in any stock which has been supplied by the Company and has not been paid for is automatically assumed to be the last deliveries of that item (s) and not from previous deliveries
(vii) In the event of:-
(a) any default of the Purchaser in respect of these conditions (including but not limited to payment obligations;
(b) the Purchaser going into liquidation (otherwise than for the purpose of amalgamation or reconstruction), having a receiver appointed over any of its assets or undertaking or being subject to an administration or order any other insolvency proceedings; or
(c) the Purchaser becoming apparently insolvent, bankrupt or granting a trust deed for its creditors; or
(d) the Purchaser making any composition with its creditors or ceasing or threatening to cease to carry on business; or
(e) the Company reasonably apprehending that any of the above mentioned is about to occur in relation to the Purchaser and notifies the Purchaser accordingly. then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the agreement or suspend any further deliveries under the agreement without any liability to the Purchaser and, if the goods had been delivered and not paid for in full, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. The Company shall be entitled to seek to recover any such payment falling due and any damages or losses suffered by the Company (including consequential, special or indirect damage or loss).
7. PRICE AND PAYMENT
(I) The Company reserves the right to revise the contract price to take account of any increases in costs since the date of the agreement if it is in any way delayed or hampered in the carrying out of any work under the agreement, by any act or omission of the Purchaser or by any circumstances beyond the Company's control. Prices quoted are valid for 28 days from the date of quotation but orders are accepted by the Company on the basis that the goods will be supplied at the price ruling at the date, or, as the case may be, date, of delivery of the goods and quoted prices shall be amended accordingly.
(II) Value Added Tax, or other tax or excise duty applicable to the agreement under statue, shall be charged in addition, at the rate or rates prevailing at the date of invoice and shall be payable by the Purchaser.
(III) The time stipulated within which the Purchaser is to pay for the goods supplied or to be supplied shall be of the essence of the contract. Save as otherwise expressly specified, all payments shall be due and owing on the thirtieth day following the date of the Company's invoice.
(IV) Without prejudice to any other rights which the Company may have the event of any failure by the Purchaser to pay any monies due by the date for the Company may charge the Purchaser, and in such event the Purchaser shall pay, interest on any overdue amount, at a rate of 5% per annum above the base rate of the Bank of England existing at the time the amount becomes overdue.
8. WARRANTY
(a) In the case of food processing and preparation equipment or any part or parts thereof (other than any consumable or wearing parts requiring regular repair or renewal under normal working conditions), such equipment shall be free from any fault or defect arising from defective materials or workmanship for a period equivalent to the warranty term provided by the manufacturer unless specified separately, from the date of supply provided however that such warranty periods shall be limited to three calendar months in the case of reconditioned equipment, unless specified separately.
(b) In the case of packaging materials, casings and ingredients, consumables or wearing parts of food processing and preparation equipment and other consumable materials, such goods shall be free from any fault or defect arising from defective material or workmanship for a period of one calendar month from the delivery date thereof.
(c) Where the goods have been manufactured by a third party, the Company offers no further warranty or guarantee than the guarantee or warranty provided by the third party manufacturer of the goods, except to the extent that such warranty or guarantee is required under applicable law;
Provided however that:
(i) any warranty claim under this clause must be notified in writing to the Company before the expiry of the relevant warranty period; and
(ii) this warranty shall only apply to the equipment referred to in paragraph 8(a) above if such equipment shall have been properly operated by the Purchaser under the conditions and in accordance with the instructions specified by the Company and using only original or replacement parts supplied or approved by the Company, and no such equipment nor any parts thereof shall be returned to the Company and no claim in respect thereof shall be considered by the Company unless such equipment and the operating conditions thereof shall first have been inspected at the Purchaser's premises by the Company's engineer; and
(iii) this warranty shall only apply to the goods referred to in paragraph 8(b) above if such goods shall not normally require repair or renewal under normal working conditions within such one-month warranty period and shall not have been cut, printed or processed after delivery to the Purchaser, and no such goods shall be returned to the Company and no claim in respect thereof shall be considered by the Company unless such goods shall first have been inspected at the Purchaser's premises by the Company's representative; and
(iv) the Purchaser must return, at his own expense, to the Company's works, any goods (including equipment or parts referred to in paragraph 8(a) above) claimed to be faulty or defective, after written approval for such return is given by the Company, and if such claim is accepted and such goods are replaced under this warranty such original goods shall become the property of the Company and this warranty shall apply to any replacement goods only during the remainder of the warranty period applicable to such original goods; and
(v) this warranty shall not apply to any goods (including any equipment or parts referred to in paragraph 8(a) above) which are the subject of any modification, repair or other work carried out by the Company pursuant to any contract for or including the supply, and the Company's sole obligation under any such contract in respect of any services to be supplied shall be to exercise a reasonable standard of care in carrying out such work; and
(vi) the Company's sole liability under this warranty shall be at its option and at its cost to repair or to replace any faulty or defective goods (or the faulty or defective part or parts thereof) or to repay to the Purchaser the purchase price for the faulty or defective goods provided; and
(vii) the Company shall be under no liability to repair or replace as aforesaid, unless and until the Purchaser shall have paid in full for the goods and shall have performed all his other obligations hereunder.