1. Definitions
In these terms and conditions of sale
"the Company" shall mean Grove Products (Caravan Accessories)
Ltd.
"the Buyer" shall mean the company, firm or person by whom
an order is placed or with whom a contract is made.
"the Goods" shall mean all or any part of the goods, materials
or products supplied by the Company to the Buyer under the Contract.
2. General
(a) These terms and conditions of sale comprise the basis on which the
Company offers the Goods for sale and in any resulting contract ("the
Contract") will prevail over and supercede any other terms and conditions
of the Buyer.
(b) No variation of these terms and conditions of sale shall be effected
unless expressly accepted by the Company in writing.
3. Price
(a) All prices are exclusive of VAT and do not include carriage/delivery
charges unless otherwise quoted.
(b) The price of the Goods shall be that ruling on the date of delivery.
4. Payment
(a) The buyer shall pay the full net amount of each invoice in respect
of the Goods by the end of the month following the month of invoice.
(b) Time for payment shall be of the essence, and the buyer shall have
no right of set-off, statutory or otherwise.
(c) Interest shall be due and payable on all overdue amounts at the rate
of 4% p.a.
above the base lending rate of The Royal Bank of Scotland plc from the
due date for payment.
(d) The Company may at any time require the buyer to pay cash or provide
security for payment.
5. Delivery
(a) Time of delivery is not of the essence and the Company shall not
be liable for any loss or damage whatsoever suffered by the Buyer as a
result of any delay in delivery or failure to deliver.
(b) The Company reserves the right to make delivery by more than one
instalment, each of which shall constitute a separate contract and the
Buyer shall not be entitled to refuse to accept delivery of any instalment
or to treat the Contract as repudiated.
6. Loss or Damage in Transit
(a) Where the Goods are lost or damaged in transit otherwise than through
the act or omission of the Buyer, the Company shall replace any items
lost or damaged beyond economical repair or repair any items damaged provided
that :-
( i ) the Buyer has inspected the Goods immediately upon delivery.
( ii ) within 3 days of the receipt or collection of the Goods the
Buyer has notified the Company in writing of any shortage, damage or
defect.
( iii ) the Buyer has preserved the Goods in question intact and readily
available for inspection.
(b) If the Buyer shall fail to comply with clause 6(a) the Goods shall
be deemed to have been delivered in accordance with the Contract.
7. Risk and Title
(a) Risk in the Goods shall pass to the Buyer upon delivery.
(b) Notwithstanding the passing of risk, the title to and property in
the Goods shall remain with the Company until the Buyer has paid all sums
due in respect thereof and all or any other sums owing to the Company
in respect of other goods supplied.
(c) Until title to the Goods passes :-
(i) the Buyer shall hold the Goods as fiduciary agent and bailee for
the Company.
(ii) the Goods shall be kept separate and stored so as to be clearly
identifiable as belonging to the Company.
(iii) the Buyer is licensed by the company to sell the goods in the
ordinary course of business provided that the proceeds of any sale are
held in trust for the Company and always identifiable, and provided
also that the Buyer's power of sale may be revoked at any time by the
Company and shall automatically cease if the Buyer becomes insolvent
or enters into receivership, administration or winding-up.
(iv) the Buyer shall on demand deliver up the Goods to the Company,
which is hereby irrevocably authorised to enter the Buyer's premises
for that purpose.
8. Warranty
(a) The Company warrants that it has title to and the right to sell the
Goods.
(b) No representation or warranty is given as to the satisfactory quality
or fitness of the Goods for any purpose, even though that purpose may
be known.
(c) The Company upon request will assign to the Buyer the benefit of
any warranty it has in respect of goods manufactured by a third party
and supplied by the Company.
9. Liability
(a) Nothing in clause 9 shall exclude or restrict the Company's liability
for death or personal injury resulting from its negligence.
(b) The Company shall not be liable for any failure to deliver or perform
the Contract resulting from force majeure or any other matter or event
outside the Company's control.
(c) In the event of any defect of manufacture, materials or workmanship
in the Goods, during the period of 12 months from delivery the Company
undertakes to either repair the Goods at its own expense or at its option
to replace them provided that the Buyer:-
(i) notifies the Company in writing of the defect within 7 days of
its discovery: and
(ii) returns the defective item to the Company at its own expense.
(d) Subject to clause 9(c) the Company shall not be liable for any loss
of or damage to or resulting from the supply or use of the Goods whether
arising from breach of duty in contract or tort (including negligence
by the Company, its servants or agents) and in no circumstances shall
the Company be liable for any indirect or consequential loss or damage.
(e) the total liability of the Company for all or any claims arising
shall not exceed the price of the Goods.
10. Indemnity
Subject to any liability of the Company in accordance with clause 9
the Buyer shall indemnify the Company in respect of any claim made by
any third party in connection with the Goods or any use to which the goods
may be put by the Buyer.
11. Health and Safety
The Company has provided the Buyer with any product and technical information
available on the safe use, storage, handling and distribution of the Goods.
The Buyer shall be responsible for complying with all statutes, regulations
and any codes of practice applicable thereto.
12. Termination
If the Buyer :-
(a) commits a material breach of the Contract; or
(b) commits any act of bankruptcy or enters into receivership, administration
or winding up
then in any such event the Company shall have the right to cancel or suspend
any further deliveries and treat the contract as determined, but without
prejudice to the Company's right to any sums due and damages for loss
suffered in consequence of such determination.
13. Assignment
Neither the Company nor the Buyer shall assign or transfer the contract
or the benefits thereof without the prior written consent of the other
party.
14. Proper Law
The Contract shall be governed by and construed in accordance with English
law and any disputes arising shall be subject to the exclusive jurisdiction
of the English Courts.
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