General Conditions of Sale (January 2017 Edition)
In these conditions, unless the context requires otherwise:
1.1 Buyer’ means the person who buys or agrees to buy the goods from the Seller.
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.
1.3 ‘Contract’ means the contract between the Seller and the Buyer for the sale and purchase of the Goods.
1.4 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered.
1.5 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller
1.6 ‘Place of Delivery’ means the place to which the Goods are to be delivered.
1.7 ‘Price’ means the price for the Goods excluding carriage, packing, insurance and VAT: and
1.8 ‘Seller’ means Joseph Mills (Denaturants), Limited of 5 Quarry Place, Liverpool, L25 6HH (Company Number 01228617)
2. Conditions applicable
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including are terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
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. Prices and payment
3.1 The price shall be the Seller’s quoted price. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Sellers Invoice.
3.2 Payment of the Price and VAT shall be due within (30) days of the date of the invoice. 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 (4) % above H.S.B.C. Bank pic’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgement.
4. The Goods
The quantity and description of the Goods shall be as set out in the Contract.
5. Warranties and liability
The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller in the Contract. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or Implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6. Delivery of the Goods
Delivery of the Goods shall be made to the Place of Delivery on the Delivery Date save and except where delivery Is prevented, delayed or hindered fay reason of force majeure. The Goods may be delivered in advance of the Delivery Date upon the giving of reasonable notice to the buyer. The Buyer shall make all arrangements to take delivery of the Goods whenever they are tendered for delivery.
7. Acceptance of the Goods
7.1 The Buyer shall be deemed to have accepted the Goods (24 hours) 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.
Risk shall pass on delivery of the Goods.
9. Remedies of Buyer
9.1 Where the Buyer rejects any Goods then the Buyer shall have no further rights whatever In respect of the supply to the Buyer of such Goods or the failure by the Seller to supply Goods which conform to the contract of sale.
9.2 Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.
9.3 The Seller shall not be liable to the Buyer for late delivery or minor short delivery of the Goods.
10. Seller’s Liability
10.1 The Seller shall be under no liability whatever to the Buyer for any Indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of this Contract.
10.2 In the event of any breach of this Contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price.
11. Force Majeure
11.1 Neither the Seller nor the Buyer shall be liable for damages or otherwise for any failure or delay in performance of any obligation hereunder other than the obligation to make payment where such failure or delay is caused by force majeure, being one of the following events, occurrences or circumstances which are reasonably beyond the control of that party namely failure or delay caused by or resulting from an act of God, war (declared or undeclared) or the threat of apprehension thereof, act of terrorism, riot, civil disturbance, strike, lockout, fire, explosion, embargoes, destruction of goods, Government regulation/restriction, delay of carrier due to breakdown or adverse weather or peril of the sea, breakdown of machinery and plant or severe adverse weather condltions.
11.2 If either party Is completely prevented in the performance of any of Its obligations under the Contract by a force majeure event that party will forthwith serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to force majeure. The existence and duration of the force majeure event shall be evidenced by a Certificate issued by the Chamber of Commerce of the Country In which the event Is claimed to have occurred.
11.3 If under the Contract the Goods are to be delivered by way of a single delivery and the performance of the Contract Is delayed for 40 days or more due to a force majeure event either party may give written notice to the other party to cancel the Contract in which case neither party will have any liability to the other except for those rights and liabilities which accrued prior to such cancellation. Unless and until such written notice is given the Contract will continue in full force and effect. The existence and duration of the force majeure event shall be evidenced by a Chamber of Commerce of the Country In which the event is claimed to have occurred.
11.4 However, if under the Contract Goods are to be delivered by 2 or more Instalments and one of the instalments under the Contract is hindered or delayed for 40 days or more due to a force majeure event either party may give written notice to the other to cancel the instalment which Is affected by force majeure in which case neither party will have any liability to the other for that instalment and all remaining Instalments will continue to be made pursuant to the terms of the Contract. The existence and duration of the force majeure event shall be evidenced by a Certificate Issued by the Chamber of Commerce of the county In which the event Is claimed to have occurred.
Neither party shall be entitled to assign the Contract or any part of it without the prior written consent of the other.
Title In the Goods shall not pass to the Buyer until the Seller has received In full in cleared funds all sums due to the Seller In respect of the Goods and all other sums which are or may become due to the Seller from the Buyer on any account. Until title of the Goods has passed to the Buyer, the Buyer shall:
13.1 Hold the Goods on a fiduciary basis as the Seller’s ballea.
13.2 Store the Goods separately from all other Goods of the Buyer or any third party In such a way that they remain identifiable as the Sellers property (whatever practicable e.g. packaged goods)
13.3 Not destroy or deface any Identifying mark on the Goods or their packaging.
13.4 Maintain the Goods in a satisfactory condition Insured with the Seller’s Interest noted on the policy and hold any proceeds of sale of such insurance on trust for the Seller and not mix them with any other money.
14.1 If any provision of these conditions Is declared to be wholly or partly invalid, void, voidable. Illegal, unenforceable or unreasonable the remainder of the Conditions (and of such provision) shall not be affected except to the extent necessary to delete such invalidity, voldness: voidabillty, Illegality, unenforceabllity or unreasonableness, 14.2 Each of the parties shall be responsible for obtaining all consents, authorisations, approvals and assurances of whatsoever nature necessary to comply with Its obligations under the Contract. 14.3 No terms of the Contract or these conditions shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.
15. Proper law of contract
This contract is subject to the law of England and Wales.