2
2
5
NON-DELIVERY
5.1
The quantity of any consignment of Goods as recorded by the Company upon dispatch
from the Company’s place of business shall
be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving
the contrary.
5.2
The Company shall not be liable for any non-delivery of Goods (e
ven if caused by the Company’s negligence) unless written notice
is given to the Company within [7] days of the date when the Goods would in the ordinary course of events have been received.
5.3
Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing
a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6
RISK/TITLE
6.1
The Goods are at the risk of the Buyer from the time of delivery.
6.2
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to
it in respect of:
6.2.1
the Goods; and
6.2.2
all other sums which are or which become due to the Company from the Buyer on any account.
6.3
Until ownership of the Goods has passed to the Buyer, the Buyer must:
6.3.1
hold the Goods on a fiduciary basis as the Company’s bailee;
6.3.2
store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that
they remain readily identifiable as the Company’s property;
6.3.3
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4
maintain the Goods in satisfactory condition insured on the Compa
ny’s behalf for their full price against all risks to the
reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and
6.3.5
hold the proceeds of the insurance referred to in Condition 6.3.4 on trust for the Company and not mix them with any other
money, nor pay the proceeds into an overdrawn bank account.
6.4
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1
any sale shall be effected in the o
rdinary course of the Buyer’s business at full market value; and
6.4.2
any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when
making such a sale.
6.5
The Buyer’s right to possession of the Goods shall terminate immediately if:
6.5.1
the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise
takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes
a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a
solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager,
administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition
presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or
any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
6.5.2
the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against
him/it, or fails to observe/perform any of his/its obligations under the Contract or any other contract between the Company and
the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to
trade; or
6.5.3
the Buyer encumbers or in any way charges any of the Goods.
6.6
The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not
passed from the Company.
6.7
The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the
Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7
PRICE
7.1
The price for the Goods shall be the price set out in the
Company’s estimate/quotation. All estimates/quotes are good for 30 days
from the date on the top of the estimate/quote.
7.2
The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to loading, unloading, carriage
and insurance all of which amounts the Buyer will pay in addition when it is due to pay for the Goods.
8
PAYMENT
8.1
Payment of the price for the Goods is due and payable before shipment of the goods occurs unless otherwise negotiated by the
Company and the customer.
8.2
Time for payment shall be of the essence.
8.3
No payment shall be deemed to have been received until the Company has received cleared funds.
8.4
All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite
any other provision.
8.5
The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the
Company to the Buyer.
8.6
If the Buyer fails to pay the Company any sum due pursuant to the Contract the Buyer will be liable to pay interest to the Company
on such sum from the due date for payment at the annual rate of 10% above the base lending rate from time to time of LIBOR,
accruing on a daily basis until payment is made, whether before or after any judgment.
8.7
The Company reserves the right to claim interest and fixed sum compensation under the Late Payment of Commercial Debts
(Interest) Act 1998.
