FULL TERMS & CONDITIONS OF SALE:
1.1 ‘Buyer’ means the person who buys or agrees to buy the goods from the Seller
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document
1.3 ‘Delivery Date’ means the date specified by the Seller when the goods are to be delivered
1.4 ‘Goods’ means the articles which the Buyer agrees to buy from the Seller
1.5 ‘Price’ means the price for the Goods excluding carriage, packaging, insurance and VAT
1.6 ‘Seller’ means EAST N WEST CASH & CARRY LTD
2. Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Partner of the Seller
3. The Price and payment
3.1 The Price of the Goods shall be the Seller’s quoted price applicable at the date of the delivery of the Goods to the Buyer
3.2 Quoted prices are subject to fluctuation in the event of any increase in the cost to the Seller which is due to any factor beyond the control of the Seller. Any increase in such costs will be added to the quoted price and notified to the Buyer before delivery
3.3 Payment of the Price shall be due within the agreed terms. Time for payment shall be of the essence
3.4 Interest shall accrue on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 8% above Bank of England base rate
3.5 In the event that the Buyer shall fail to make payment in full on the due date then without prejudice to any of the Seller’s other rights the Seller may appropriate any payment made by the Buyer to such of the Goods (or any Goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion see fit
3.6 The Seller shall be entitled to a general lien on the goods of the Buyer in the Seller’s possession (including goods of the Buyer which have been paid for) for the unpaid Price of all Goods sold by the Seller to the Buyer under this or any other contract
3.7 All the costs of enforcement and collection of any sum due including, but without prejudice to the generality thereof, legal costs and costs incurred in connection with any dishonoured, stopped or re-presented cheque, shall be added as a debt to the sum due and interest shall accrue in accordance with paragraph 3.4 above from the date when liability for such costs is incurred
3.8 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim, which the Buyer may have, or allege to have, for any reason whatsoever
3.9 Prices quoted are applicable to the quantity specified and on the information provided by the Buyer at the time of the order. In the event of orders being placed for lesser quantities, or if there is any change in specifications, delivery dates, or delay caused by the Buyer’s instructions or lack of instructions, the Seller shall be entitled to adjust the Price of the Goods as ordered to take account of the variations.
4. Title and Risk
4.1 Notwithstanding Delivery and the passing of risk, title to all Goods supplied under any contract shall not pass and shall remain with the Seller until the Seller has received payment in full of all sums due and owing from the Buyer to the Seller whether under this Contract or otherwise
4.2 Until property in the Goods passes from the Seller the Buyer shall hold the Goods as a fiduciary agent and bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other goods in its possession and shall not interfere with any identification marks, labels, batch number or serial numbers on the Goods
4.3 The Seller retains the right of repossession of any Goods supplied by the Seller to the Buyer. Should the Seller decide to exercise this right the Buyer will allow the Seller (or his agents and representatives) to enter any premises of the Buyer at any time (without the need for consent from any third party) using no more force than is reasonable, for the purposes of searching the Buyer’s premises and removing the Goods.
5.1 In consideration of the Seller opening an account for the Buyer, the undersigned Director / Partner of the Buyer personally and unconditionally guarantees payment in respect of all sums due from the Buyer to the Seller together with all additional costs incurred.
6. Warranties and Liability
6.1 All terms, conditions, warranties, representations or stipulations (whether implied or made expressly) whether by the Seller its servants or agents or otherwise relating to the description, quality and/or fitness for purpose of the Goods are excluded to the fullest extent permitted by law
6.2 The Seller shall not be liable for any damages whatsoever whether direct or indirect (including any liability to any third party) resulting from any delay in delivery of the Goods, or failure to deliver the Goods in a reasonable time – whether such delay or failure is caused by the Seller’s negligence or otherwise howsoever
6.3 Without prejudice to any other provisions in these terms, the Seller’s total liability for any one claim, or for the total of all claims arising from any one act of default on the Seller’s part howsoever arising shall not exceed the Price of the Goods – the subject matter of any claims.
7.1 If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms.
7.2 If any provision or part-provision of these terms are invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision
ACCOUNT NUMBER: _________________________ DATE: ________/_________/___________
SIGNED BY: _________________________________
POSITION IN COMPANY: ________________________ SIGNATURE: ___________________________________
PLEASE PROVIDE ONE BUSINESS & ONE PERSONAL ID WITH THIS DOCUMENT