MYDAS HORTICULTURE LTD – TERMS AND CONDITIONS OF SALE
1. INTERPRETATION
1.1 The Buyer refers to the person, organisation, firm or company whose order for the sale of the goods is accepted by the Seller. The Seller refers to Mydas Horticulture Ltd. The Goods referto the items within the transaction passing from Seller to Buyer and subject to the terms and conditions accepted. The Conditions refer to these conditions of sale which shall apply in respect of all contracts between the Seller and the Buyer for the purchase of goods from the Buyer. The Contract refers to the contract for the sale and purchase of the goods.
- PRICE
- Goods shall be invoiced at the price ruling at date of despatch.2.3 All prices include delivery costs within England and Wales unless otherwise stated, but the Seller reserves the right to specify a delivery surcharge at its discretion.
- 2.4 Prices are subject to the addition of value added tax at the rate prevailing and the Buyer shall be liable to pay to the Seller.
- 2.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to alter the price of goods or product specification without notice, to reflect any increases in costs to the Seller.
2.5 All net prices are inclusive of a 5 percent settlement discount for payment within the agreed credit terms.
3. PAYMENT
3.1 Provided that credit facilities have been agreed, the Buyer shall pay the price of the Goods within 30 days of delivery as invoiced (unless payment terms are otherwise agreed). The time of payment of the price shall be of the essence of the Contract.
3.2 Statements that reflect an outstanding payment will register the price of the goods without settlement discount.
3.3 Credit facilities may be provided on request and a maximum credit limit will be set by the Seller. The Seller reserves the right to withdraw credit facilities at any time and without notice.
3.4 The Seller will charge interest at a rate of 3 percent above bank base rate until payment is received after, as well as before any judgement thereof (a part of a month being registered as a full month for interest calculation purposes).
4. DELIVERY
- All goods must be checked on delivery and signed for. Any shortages or damages in transit must be recorded accordingly on the delivery note. 4.3 Pallets and returnable containers shall be exchanged on delivery or held for collection.
- 4.2 Claims for shortages or damaged goods must be made within three days of delivery.
5. TITLE AND OWNERSHIP
5.1 The risk in the Goods shall pass to the Buyer on completion of delivery.
5.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for: (a) the Goods; and (b) any other goods or services that the Seller has supplied to the Buyer in respect of which payment has become due.
5.3 Until title to the Goods has passed to the Buyer, the Buyer shall: [(a) hold the Goods on a fiduciary basis as the Seller’s bailee;] [(b) store the Goods only on the Buyer’s own premises and not on the premises of any third party;]
(c) store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property; (d) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(e) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery (and in the event of such loss or damage shall receive the proceeds of such insurance on behalf of the Seller as Trustee for the Seller and immediately account to the Seller for such proceeds); (f) notify the Seller immediately if it becomes subject to any of the events listed in clause 5.6; and (g) give the Seller such information relating to the Goods as the Seller may require from time to time,
[but the Buyer may resell or use the Goods in the ordinary course of its business.]
5.4 If before title to the Goods passes to the Buyer:
(a) the Buyer becomes subject to any of the events listed in clause 5.6; or (b) the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly; or (c) the Seller gives written or oral notice to the Buyer at any time before title to the Goods has passed under clause 5.2, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and,
if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
5.5 Where the Seller is seeking repossession of the Goods under clause 5.4/5.6, the Buyer agrees that:
(a) the Buyer shall (at their own expense) deliver up the Goods to the Seller at the Seller’s premises or such other location as the Seller shall specify. The Buyer shall meet the Seller’s costs of collecting the Goods from the location specified by the Seller or if the Buyer fails to do deliver up the Goods at that location the Buyer shall meet all reasonable costs and expenses of the Seller of repossessing the Goods from the Buyer’s premises or otherwise; (b) the Buyer shall identify all Goods supplied by the Seller and provide them with every facility and co-operate fully with their identification and removal.
5.6 For the purposes of clause 5.3(f) and clause 5.4, the relevant events are: (a) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; or (b) the Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Buyer is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Buyer with one or more other companies or the solvent reconstruction of the Buyer; or (c) (being an individual) the Buyer is the subject of a bankruptcy petition or order; or (d) a creditor or encumbrancer of the Buyer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or (e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer; or (f) (being a company) a floating charge holder over the Buyer’s assets has become entitled to appoint or has appointed an administrative receiver; or (g) a person becomes entitled to appoint a receiver over the Buyer’s assets or a receiver is appointed over the Buyer’s assets; or (h) any event occurs, or proceeding is taken, with respect to the Buyer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 5.5 (a) to (g) (inclusive); or (i) the Buyer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business; or (j) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under these Terms & Conditions of Sale has been placed in jeopardy. (k) (being an individual) the Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. (l) the Buyer fails to make payment for any Goods supplied by the Seller, in accordance with these Terms & Conditions of Sale.
6. GENERAL
6.1 Cancellation. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all losses incurred as a result of such cancellation.
6.2 Force Majeure. The Seller shall be under no liability for any failure to perform any of its obligations under these Conditions or the Contract in the event that any circumstances beyond its control such as acts of God, flood, fire, ice, war, threats of war, riots, government intervention, accident, industrial action, lockouts, breakdown of machinery, short supply of fuel or materials used in manufacture, or any other factor, prevents or delays the manufacture or delivery of Goods.
6.3 It is agreed that any documents sent by the Buyer to the Seller which contain Terms and Conditions, are sent by the Buyer and received by the Seller on the understanding that they have no legal effect and the Buyer waives any rights with which the Buyer might otherwise have to rely on such Conditions.
6.4 The Contract and these Conditions shall be governed by the laws of England.
