General Terms & Conditions of Sale (“Terms & Conditions”)

PASSING OF PROPERTY
 
1. The risk in the goods shall pass to the Buyer upon delivery to the Buyer or its agent or the carrier. Property in the goods shall only pass to the Buyer upon receipt by the Seller of the full purchase price. In the case of payment by cheque, payment shall not be deemed to be received by the Seller until the same has been cleared by bank on which it is drawn.
   
2. Before full payment of the purchase price of the goods to the Seller, the Buyer shall hold the goods and each of them on fiduciary basis as bailee for the Seller.
   
3. Notwithstanding that the goods (or any of them) remain the property of the Seller, the Buyer may sell or use the goods in the ordinary course of the Buyer’ business. The Buyer shall act as principal when it sells or deals in the goods. Until property in the goods pass from the Seller all proceeds of sales or otherwise of the goods shall be held in trust for the Seller.
   
4. The Seller is entitled to recover the purchase price of the goods notwithstanding that property in any of the goods has not passed from the Seller.
   
5. The Buyer shall not pledge or charge or create any security interest over the goods while they remain the property of the Seller. Without prejudice to the other rights of the Seller, if Buyer does so all sums owing by the Seller in respect of such goods shall forthwith become due and payable.
   
6. The Buyer hereby irrevocably authorises the Seller to repossess the goods with notice and to enter any premises for the purposes of such repossession in the event that the Buyer fails to make any payment when it is due or commences to be wound up or is placed under Official Management or suffers a Receiver or manager to be appointed or becomes insolvent or commits an act of bankruptcy or in the event that in the sole opinion of the Seller, the payment of any amount in respect of the goods supplied by the Seller is in jeopardy.
   
7. The Buyer shall be responsible at all times for maintaining the Seller’s goods in a secure location and in good condition. Pending full payment for the goods, the goods shall be stored in such a way that it can be clearly identified as the property of the Seller or it can be identified as such.
   
8. If the Buyer should:

  • Mix the goods with an(other) object(s) or goods the property in which is vested in the Buyer;
  • Use the goods in any way whatsoever so that the goods become constituent of an(other) object(s);
   
The Seller will be given the ownership of this (these) new objects as surety for the full payment of what the Buyer owes the Seller.
 
DELAY IN DELIVERY
 
The Seller shall not be liable in respect of any delay in production, shipment, transit or delivery arising from any circumstances of any nature whatsoever beyond the control of the Seller or for any loss which the Buyer may suffer thereby. The Buyer shall not be entitled to terminate this contract by reason of such delay in the delivery of any instalment of the goods.
 
TOTAL PREVENTION OF DELIVERY
 
Should the Seller be prevented from delivering the goods at the time fixed for delivery by reason of war, riots, civil commotion, mutinies, lock-outs, strikes, fire, force majeure or by any acts of interference or prohibitions of Governments or other authorities or other unexpected or exceptional causes occurring anywhere, either at the Seller works or at the port of shipment or delivery or elsewhere, the time of delivery shall be extended until the operation of the causes preventing delivery has ceased, or the contract may at the Seller’s option be annulled, such option may be exercised and notice thereof given to the Buyer in writing at any time during the period-fixed for delivery.
 
PARTIAL PREVENTION OF DELIVERY
 
Should the Seller be prevented from delivering part of such goods by reason of any of the causes enumerated in the preceding clause, the Seller shall deliver and the Buyer shall take such part of the said goods as the Seller shall be able to deliver at the time fixed for delivery. The Buyer shall pay for the part delivered in proportion to the price as the part delivered bears to the whole of the goods agreed to be sold.
 
DELIVERIES
 
Dates given for delivery are approximate only. The delivery of each instalment under this contract shall be considered as a separate contract. Default in delivery of any instalment shall not entitle the Buyer to treat the contract as repudiated. Any goods not taken by the Buyer during the continuance of this contract as herein specified may be sold by the Seller for the account of the Buyer. All payments for goods to be delivered in instalments are to be made on due date otherwise the Seller may at their discretion refuse to deliver further instalments until such payment be made. After acceptance of delivery order by the Buyer, the Buyer is deemed to have accepted the goods.
 
CANCELLATION
 
The Buyer shall not cancel the order without the prior consent of the Seller. Any cancellation order shall be subjected to cancellation charges or forfeiture of deposit paid.
 
CLAIMS
 
Any claims by the Buyer of whatever nature arising under or in relation to this contract shall be made within SEVEN days of receipt of goods. If Buyer fails to notify the Seller in writing of any claim within the period specified, the Buyer shall be deemed to have waived its right to assert any claim with respect to the goods.
 
IMPORT LICENSE
 
The Buyer shall be responsible to obtain such licenses or permits. The seller shall not be responsible for the failure or refusal of any proper authority whether before or after arrival of steamer or vessel to issue such import or other licenses or permits as may from time to time be necessary.
 
SELLER RIGHT TO DEMAND CASH BEFORE DELIVERY
 
The contract is subject to strict adherence by the Buyer to all terms of payments. The Seller has the right to demand cash before delivery notwithstanding any agreement to the contrary.
 
INCREASE IN PRICE
 
1. Should the cost of goods be increased by any circumstances of any kind whatsoever beyond the control of the Seller including (but not by way of limitation) imposition of or increase in Customs duties, GST, taxes, tariffs, levies, variations in rates of exchange, devaluation of any relevant currency or increase in relevant rates of freight or insurance such increase shall be borne by the Buyer.
   
2. Where by any cause whatsoever beyond the control of the Seller, the Seller shall be called upon to pay any additional freight or incur any other charges and expenses in respect of the carriage of goods covered by this contract such additional freight charges or expenses shall be payable by the Buyer to the Seller in addition to the price quoted.
   
GUARANTEES
 
No guarantee is given by the Seller in respect of goods unless such guarantee is added as Special Condition hereto.
 
WARRANTIES AND CONDITIONS
 
The Seller does not warrant the quality, fitness, description or packing of the goods. Nor do they give to the Buyer any other form of warranty whatsoever. All statutory or implied warranties and conditions are expressly hereby waived and excluded.
 
PERISHABLE
 
If the goods covered by this contract consist of any goods of a perishable nature Seller will use every endeavour to select and ship the goods of the quality specified but shall not be responsible for the condition of the goods on arrival.
 
LIEN
 
In addition to any right of lien to which the Seller may be by law entitled, the Seller shall be entitled to a general lien on all goods of the Buyer in their possession (although such goods or some or them may have been paid for) for the unpaid price or any other goods sold and delivered to the Buyer by the Seller or any other moneys owing by the Buyer to the Seller upon this or any other contract.
 
SELLER AGENT AND NOT ITSELF LIABLE (DELETE IF SELLER CONTRACT AS PRINCIPAL)
 
1. This Contract is subject to confirmation and acceptance by Manufacturer or Supplier of the goods and is also subject to any conditions contained in the Manufacturer’s contract with the Seller if they vary or are inconsistent with the general conditions herein contained and particularly the right of cancellation and restriction of liability contained in any Manufacturer’s contract.
   
2. The Seller contract as Agent and are not to be bound under these conditions but notwithstanding this condition or other conditions here appearing the Seller reserve to itself the right to institute any action against the Buyer under the contract of which these conditions form a part as though the Seller were principals should the Seller deems it necessary or expedient so to do.
   
3. The Buyer shall be entitled to the benefits of but subject to the conditions of sale of the actual Manufacturer or Supplier of the goods including all Manufacturer’s guarantees so far as the latter conditions are not inconsistent with the above conditions.
   
DELIVERY EX WHARF
 
Where delivery is offered ex wharf, the Buyer must take delivery of the goods ex wharf on arrival and the Seller shall be under no obligation to store. Any deterioration or additional charges or expenses incurred due to non-observance of this clause shall be the responsibility of the Buyer.
 
WAR RISK INSURANCE
 
War risk insurance if available is additional for the Buyer’s account at the rate in effect at time of shipment.
 
VARIATION
 
1. All previous communication between the Seller or its agents and the Buyer either verbal or written with reference to the subject matter of the Contract are hereby superseded. Save as otherwise permitted by these General Conditions, any variation or modification must be in writing and be signed by or on behalf of the Seller and the Buyer.
   
2. This Contract shall constitute the sole contract between the Seller and the Buyer and shall not be in any manner controlled or affected by any other contract or any previous course of dealings between the aforesaid parties in respect of goods of a like description or otherwise whatsoever.
   
3. The General Terms & Conditions enumerated above are subject to the Special Terms and Conditions set out overleaf, and where the General Terms and Conditions are inconsistent with or contradict the said Special Terms and Conditions the latter shall prevail.

 

General T&Cs of Sale – Rev. May 30, 2014