PASSING OF RISK AND PROPERTY
(A) Risk of loss or damage to the Goods shall pass to the Buyer at the time when goods are delivered to the Buyer’s premises.
(B) The property in any Goods sold by the Seller shall not pass to the Buyer until such time as the Seller is in actual receipt of the full amount of the price thereof.
(C) The whole price shall only be treated as paid when any cheque, bill of exchange or instrument of payment given by the Buyer has been met on presentation, or otherwise honoured in accordance with its terms. The Seller may sue for the whole of the price at any time after it has become due.
(D) If the Buyer defaults in the punctual payment of any sum owing to the Seller then the Seller shall be entitled to immediate re-delivery of the goods under this or any other unpaid contract and shall also be entitled to such immediate re-delivery in the event that:
(i) A Receiver is appointed over any part of the assets of or any part of the undertaking of the Buyer.
(ii) The Buyer goes into Voluntary Liquidation or if it convenes any meeting of members or creditors or sends any notices relating to any proposed Voluntary Liquidation.
(iii) A Winding-Up Order is made against the Buyer or if a notice under creditors petition is served upon the Buyer
(iv) The Buyer specifically agrees with and authorises the Seller to enter upon any premises of the Buyer in order that the Seller may recover any of the goods which are located upon such premises.
INSPECTION OF GOODS
(A) Buyer shall inspect the Goods immediately on delivery and shall, within three days from delivery, give notice to Seller of any reason whereof Buyer may allege that the Goods are defective in material or workmanship, or that the goods delivered are not as stated on the delivery note. If Buyer shall fail to give such notice, Buyer shall be deemed to have accepted the Goods. If Buyer establishes to Seller’s reasonable satisfaction that the Goods are so defective, Buyer’s sole remedy in respect of such non-accordance or defects shall be limited as Seller may elect to the replacement of the Goods or refund of the purchase price against return of the Goods.
(B) These terms set out Seller’s entire liability in respect of the Goods, and Seller’s liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities, express or implied, statutory or otherwise in respect of the quality or fitness for any particular purpose of the Goods or otherwise (notwithstanding all liability in respect of which howscever arising is expressly excluded) except any implied by law or statute and which by law or statute cannot be excluded. Save as provided in these terms Seller shall not be under any liability, whether in contract, tort or otherwise, in respect of defects in the Goods or failure to correspond to specification or sample for any injury, damage or loss resulting from such defects or from any work done in connection therewith.
INDEMNITY
Buyer shall indemnify Seller in respect of all damage, injury or loss occurring to any person or property and against all actions, claims, charges or expenses in connection therewith arising from the condition or use of the Goods in the event and to the extent that the damage, injury or loss shall have been occasioned partly or wholly by the carelessness of Buyer or his servants or agents, or by any breach by Buyer of its obligations to Seller.
PROPER LAW
The contract shall be governed by and interpreted in accordance with English Law, and Buyer submits to the jurisdiction of the High Court of Justice in England, but Seller may enforce the contract in any court of competent jurisdiction.
ASSIGNMENT
The Buyer shall not asign any benefit under the contract without Seller’s written consent which may, if given, be on such terms as Seller thinks fit.
NOTICES
Any notice given under or pursuant to the contract may be sent by any means resulting in the receipt of a written communication in permanent form and, if so sent to the address of a party shown on the delivery note, or such other address as a party may have given for this purpose, shall be deemed received on the day when the ordinary course of the means of despatch it would first be received by the addressee in normal business hours. |
