In these conditions, the ‘Company’ Traymate Products Ltd. and ‘goods’ means the subject matter of the contract.
1. GENERAL
1.1The Company’s quotations are not binding on the Company and a contract (the ‘contract’) will only come into being upon acceptance by the Company of the Customer’s order and the following conditions shall be deemed to be incorporated therein.
1.2The contract will be subject to these conditions. All terms and conditions appearing or referred to in the Customer’s order otherwise stipulated by the Customer shall have no effect. Any variation of the contract must be confirmed in writing by the Company.
1.3Where goods are to be supplied from stock, such supply is subject to availability of stocks at the date of delivery.
1.4Tenders and quotations submitted by the Company shall remain open for acceptance for a period of 30 days from the date of the tender or quotation, unless in the tender or quotation, some other period is specified or accepted and unless the tender or quotation is withdrawn by the Company.
2. PRICES
2.1Notwithstanding goods may be sold by reference to the Company’s published price list, the price payable for the goods shall, subject to clause 1.4 be the price notified to the Customer.
2.2There shall be, added to the price of the goods, any value added tax and any other tax or duty relating to the manufacturer, transportation, export, import, sale or delivery of the goods or performance of the services (whether initially charged or payable by the Company or the Customer).
2.3Prices quoted are the delivered prices unless otherwise stated. If, however, the Company arranges or undertakes the carriage, freight, insurance or any other transportation costs beyond the point of delivery originally quoted by the Customer, such cost shall be for the Customer’s account and shall not affect the provisions of the contract as to the passing or risk.
3. TERMS OF PAYMENT
3.1Prices quoted are net unless otherwise agreed.
3.2Subject to credit being approved, accounts are due for payment not later than the end of the month following the month of the invoice; otherwise payment must be received by the Company before delivery.
3.3All payments shall be made without deduction or set off.
3.4When deliveries are spread over a period, each consignment will be invoiced as dispatched and each month’s invoices will be treated as a separate account and be payable accordingly. Where contract work is to be performed over a period in excess of one month, the value of the work will be ascertained by the company at the end of each month and (unless the contract otherwise expressly provides) a sum equal to such value (or any percentage thereof specified in the contract) shall be invoiced and such invoices shall be paid in accordance with the forgoing provisions of this clause.
3.5Failure to pay any invoice in accordance with the forgoing terms of other terms specified in the contract shall entitle to the Company to suspend further deliveries and work both on the same order and on any other order from the Customer without prejudice to any other right the Company may have. The Company also reserves the right to charge interest on overdue account such interest to be calculated on a day to day basis on the amount outstanding at a rate of 4% above the base rate of Lloyds TSB Bank PLC.
3.6The Company reserve the right, where genuine doubt arise, as to a Customer’s financial position or in the cases of failure to pay for any goods or services or any delivery or installment as aforesaid, to suspend delivery or performance of any order or any part installment without liability until payment or satisfactory security for payment has been provided.
4. TITLE TO GOODS
4.1Legal and beneficial ownership of goods shall remain with the Company until payment has been received by the company;
4.1.1for those goods;
4.1.2for any other goods supplied by the Company;
4.1.3 of any other monies due from the Customer to the Company on any account. 4.2 Until property in the goods passes to the Customer under conditions 4.1 above, the Customer shall:
4.2.1be bailee of the goods;
4.2.2keep the goods separately and readily identifiable as property of the Company,
4.2.3not attach the goods to property without the Company’s consent.
4.3
4.3.1Not withstanding conditions 4.1 above, the customer may (as between it and its Customer only) as principal in the ordinary course of its business, sell the goods by bona fide sale at full market value or in the ordinary course of its business, use the goods
4.3.2 Goods shall be deemed sold or used in the order delivered to the Customer.
4.3.3Any resale by the Customer of the goods in which property has not passed to the Customer shall (as between the Company and the Customer) be made by the Customer as agent for the Company.
4.4
4.4.1If goods in which property has not passed to the Customer are mixed with, or incorporated into other goods, the property in those other goods shall be held on trust for the Company to the full extent of the sums recoverable by the Company under condition 4.1 above.
4.4.2 The proceeds of sale of any goods and any other goods referred to in 4.4.1 above shall be held by the Customer in trust for the Company to the full extent of all sums recoverable by the Company under condition 4.1 above.
4.4.3 The Customer shall keep any proceeds of sale as referred to in condition 4.4.2 above in a separate account and the Company shall have the right to trace such proceeds (according to the principles in re Halletts Estate (1880) 13 CHD 696)
4.4.4 Upon accounting to the Company for the entire proceeds of sale made under conditions 4.3.3 and 4.4.2 above; the Company will pay to the Customer a commission equivalent to the difference between the sums owed to the Company and the value of such proceeds.
4.5At any time prior to the property in goods passing to the Customer (whether or not any payment to the Company is then overdue or the Customer is otherwise in breach of any obligation to the Company) the Company may without prejudice to any other of its rights;
4.5.1retake possession of all or any part of the goods and enter any premises for that purpose (or authorise others to do so) which the customer hereby authorise;
4.5.2 require delivery up to it of all or any part of the goods;
4.5.3terminate the Customer’s authority to re-sell or use the goods forthwith by written notice to the Customer which authority shall be automatically terminated (without notice) upon any insolvency of the Customer or its going into liquidation (as defined by the Insolvency act 1986) or it having a receiver or administrative receiver appointed or calling a meeting of its creditors or any execution or distress being levied on goods in its possession.
4.6The Company may at any time appropriate sums received from the Customer as it thinks fit notwithstanding any purported appropriation to the Customer.
4.7Each condition and sub-condition of this clause is separate and servable and distinct.