Terms and Conditions
In these conditions,
“The Seller” shall mean Boydell & Jacks Ltd.
“The Buyer” shall mean the firm, person or company with whom any contract is made or to whom any quotation is addressed.
“The Goods” shall mean the goods agreed to be sold as described on the Invoice
a) Delivery shall be at Buyer’s premises unless otherwise agreed or stipulated
The Seller will charge for delivery on consignments less than the sellers current carriage paid rates.
b) The Seller will use best efforts to meet delivery dates mentioned in any quotation, order or elsewhere. Such dates are not of contractual effect and the Seller shall be under no liability for failure to meet any such dates.
c) The Seller shall be entitled to deliver the products in one or more consignments unless otherwise expressly agreed.
d) If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract the Seller shall be entitled to immediate payment in full for goods tendered and to store such goods at the risk of the Buyer. The Buyer shall in addition to the purchase price pay all costs of such storage and any additional costs incurred as a result of such refusal or failure. The Seller shall be entitled, after the expiration of three months from date upon which the price became payable, to dispose of the goods in such manner as the Seller may determine.
3) PASSING OF PROPERTY
a) Title of the goods shall not pass to the Buyer until payment is made in full. Until payment is made the Buyer shall have possession of the goods as bailee for the Seller and shall store the goods in such a way as to enable them to be identified as the property of the Seller.
b) If the Buyer is purchasing the goods for resale the Buyer may, as agent for the Seller, sell and deliver the goods to a third party in the ordinary use of the Buyer’s business on condition that until such payment, as aforesaid the Buyer shall hold all proceeds of such sales in trust for the Seller and in a separate account. The Buyer herby assigns to the Seller all rights and claims which the Buyer may have against its customers arising from such sales until payment is made.
4) RESERVATION OF TITLE
This is a condition of sale which applies to this and all deliveries.No title to a property in the goods shall vest in the buyer until payment of the goods and all monies due have been received in full. In case of non-payment we shall be entitled to enter premises and repossess goods, or proceeds of sale, in your possession or in the hands of any liquidator or receiver. Acknowledgement or receipt of goods shall be proof of acknowledgement of this condition applying to this end and all future sales and cannot therefore be regarded as a post contractual condition.
a) Unless otherwise agreed in writing, payment will be made by the Buyer for the goods and any instalment of the goods not later than the agreed terms. Not withstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. Payment shall be made at the Seller’s registered office and in pounds sterling.
b) Where any sum owed by the Buyer to the Seller is overdue whether under any contract at any time or the credit standing of the Buyer has become impaired for any reason; the Seller may without prejudice to any other right give notice to the Buyer and thereafter withhold any deliveries of goods until arrangements as to payment is received, or credit having been established which is satisfactory to the Seller or may terminate the contract at its discretion.
c) Time for payment shall be of the essence.
d) Interest may be charged by the Seller if previously agreed with the buyer at 3% over Barclays Bank PLC base lending rate for the time being in force for all sums overdue for payment.
e) The Buyer shall pay the price of the Goods and all charges due without any deduction whether by way of set off, counterclaim or otherwise.
6) BUYER CLAIM / LOSS / DAMAGE / DEFECT
a) Seller shall not be liable to the Buyer.
(i) For shortages in quantity delivered unless specifically signed for as short delivered and the Seller notified within seven days.
(ii) For damage or loss of goods or any part thereof in transit, unless the Buyer notifies the Seller of any such claim within seven days and the Buyer has again specifically signed that goods are faulty.
(iii) For defects in the goods caused by any act, neglect or default of the Buyer.
(iv) For other defects in or loss of damage to the goods unless notified to the Seller within seven days of receipt of goods or where the defect would not be apparent on reasonable inspection within 3 months of delivery.
b) The Seller may at its option make good any shortages or non-delivery and or as appropriate replace or repair any goods found by the Seller to be damaged or defective. In any case where the Seller agrees to replace the goods the Buyer
shall on request of the Seller return the damaged or defective goods to the Seller carriage paid.
c) The Seller aggregate liability to the Buyer, whether for negligence, breach of contract, misrepresentation, or otherwise, shall in no circumstances exceed the cost of the defective, damaged or undelivered goods, determined by net price invoiced to the Buyer in respect of any occurrence.
d) The Seller’s prices are determined on the basis of the limits of liability set out in this condition, the Buyer may by written notice to the Seller request the Seller to agree to a higher limit of liability provided insurance cover can be obtained. The Seller shall effect insurance up to such limit and the Buyer shall pay upon demand the amount of any and all premiums.
7) PASSING OF RISK
Risk in the goods shall pass to the Buyer on physical delivery to the Buyer or to the Buyer’s agent.
(i) The Seller may vary the price if there is any increase in the Seller’s list price current at the date hereof.
(ii) The price shall be subject to VAT at the rate applicable.
(iii) In addition the Seller reserves the right by giving notice to the Buyer at any time before delivering to increase the price of the goods, to reflect any increase in the cost to the Seller which is due to any factor beyond the Seller’s control.
9) THIRD PART RIGHTS
(i) The Buyer shall indemnify the Seller against any and all liabilities, claims and costs incurred by or made against the Seller, as a direct or indirect result of carrying out any work required to be done on or to the goods.
(ii) The Seller shall have no liability to the Buyer in the event of the goods
infringing or being alleged to infringe the rights of any third party. In the event that the goods are or may be the subject of a patent copyright, registered design, trade mark, or other rights of any third party, the Seller shall be obliged to transfer to the Buyer only such title as the Seller may have.
10) FORCE MAJEURE
a) The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of the goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control, including but not limited to, Act of God, war, riot, strike, lock out, trade dispute or labour disturbance, accident, break down of plant machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of goods by the Seller’s normal means or the delivery of the goods by the Seller’s normal route or means of delivery.
11) CANCELLATION AND TERMINATION
The Seller may without prejudice to any of its other rights stop any goods in transit or suspend further deliveries or terminate the rights of the Buyer in Accordance with Clause 2 by notice in writing to determine the contract if:
a) The Buyer commits any breach of this or any other contract between the Buyer and the Seller.
b) The Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his Creditors or if a receiving order is made against him or if being a company a resolution is passed for the winding-up of the Buyer, or if a receiver is appointed of any of the Buyers assets or undertaking or if the Buyer takes or suffers any similar or analogous action in consequence of debt.
This contract is in all respect governed by and construed in accordance with the Laws of England and the parties herby submit to the jurisdiction of the English Courts.