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TERMS & CONDITIONS OF SALE
1.1 “the Company” means Adams Wholesale Enterprises Ltd.
1.2 “the Buyer” means the person, firm or company to whom goods are supplied subject to these Conditions.
1.3 “the Goods” means the items, goods or materials supplied by the Company to the Buyer subject to these Conditions.
1.4 “the Contract” means any agreement for the purchase of Goods by the Buyer.
2 EXISTENCE OF CONTRACT
2.1 (a) No binding contract shall be created by the placing of an order by the Buyer, unless and until the Company confirms its acceptance. (b) Any variation of these Conditions shall not be valid unless expressly accepted by a director of the Company in writing. (c) No verbal representation by any employee or agent of the Company shall form part of the Contract between the Company and the Buyer nor shall they be treated as constituting a representation on the part of the Company. (d) Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
2.2 These Conditions shall also apply to any future contract for the supply of goods by the Company to the Buyer save to the extent that the Company shall from time to time advise the Buyer in writing that it has adopted revised conditions in substitution for these Conditions.
3.1 Unless otherwise stated, prices quoted are exclusive of value added tax or any similar taxes or duties levied by any Government on the value of the Goods.
3.2 The price to be paid for the Goods shall be that agreed by the company and the buyer.
4.1 The price of the Goods shall be paid by the date stated for payment on the invoice sent by the Company. The Buyer will reimburse to the Company all costs and expenses (including legal costs) together with interest thereon at the rate 8% per annum above (NatWest Bank) base rate, incurred in the collection of any overdue amount and compensation as set by late payment regulation (SI 2002 No 1674)
4.2 For the purposes of the provisions contained in this Condition 4 only, time shall be of the essence of the contract.
4.3 If the terms of the account are breached, the business has the right to remove credit. Failure to settle the account in timely matter agreed by the business, may result in a £350.00 late default charge and £40.00 charge per invoices being implemented
4.4 On closure of account the balance needs to be made within seven working days.
5.1 Delivery of the Goods shall take place at the buyers premises or at such other location as may be agreed.
5.2 Times quoted for delivery of the Goods are intended as estimates only and are not therefore to be treated as being of the essence of the Contract.
5.3 The Company shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by the Buyer as a consequence of any delay in delivery.
5.4 the Company reserves the right to deliver the goods by instalments in any sequence and to tender a separate invoice in respect of each instalment. No default or failure by the Company in respect of any one or more instalments shall entitle the Buyer to treat the Contract as repudiated or to damages.
5.5 Deviations in the quantity of the Goods delivered from that stated in the acceptance of order shall not give the buyer any right to reject the Goods or to claim damages and the Buyer shall be obliged to accept and pay at the Contract rate for the quantity of Goods delivered.
6 FORCE MAJEURE
The Company shall not be liable for failure to deliver the Goods or for failure to comply with the Contract in any other respect by reason of force majeure or any circumstance howsoever arising outside the reasonable control of the Company including, but without limitation to the generality of the foregoing, any industrial action, strikes, lock-outs, shortages of labour, breakdown of machinery, non- availability of supplies of stock, materials or parts, delay in delivery to the Company of goods or materials, civil commotion, riots, war, breaking off of diplomatic relations, fire, explosion, accident, sabotage, storm, flood, earthquake, snow, fog, subsidence, pestilence or epidemics or compliance with any directive, request or order of any person with actual or apparent governmental (or other public) authority, Government action or legislation or regulation or any Act of God and inability to obtain fuel, power or transportation. Such failure shall not affect the obligation of the Buyer to pay for Goods already delivered. In the event that such circumstances shall continue for an unbroken period of sixty days the Company shall have the right by notice in writing to terminate the Contract or Contracts in question to the extent that they shall not already have been performed.
7 DAMAGE, SHORTAGE AND LOSS IN TRANSIT
7.1 The Buyer shall carefully inspect the Goods on delivery and having verified that the quantities are correct and sign the delivery note accordingly. 7.2 No liability in respect of Goods found to be damaged on delivery, or, had a careful inspection been carried out by the Buyer on delivery, which would have been found to be damaged, or for shortages, or for non-compliance with their description, will be accepted by the Company unless written notice thereof is received by the Company within 24 hours of delivery. 7.3 The Company shall accept no liability should a delivery note be claused “Signed Unchecked”.
8 PROPERTY, TITLE AND RISK
8.1 Risk of loss or damage in the Goods shall pass to the Buyer at the time of delivery.
8.2 Property and ownership in the Goods shall, not withstanding delivery, not pass from the Company until (a) the Buyer shall have paid the Company in full therefore pursuant to Condition 4 and (b) no other sums are then outstanding from the Buyer to the Company on any account whatever whether or not such sums have become due for payment.
8.3 Until payment pursuant to Condition 4 is made to the Company, the Buyer shall hold the Goods on a fiduciary basis only and as bailee only for the Company and the Buyer shall store the Goods without cost to the Company.
8.4 The Buyer shall, while property in the Goods remains with the Company insure the Goods to their full value against “All Risks” to the reasonable satisfaction of the Company.
8.5 In the event that the Company is entitled to exercise any of its rights under Condition 10:-
8.5.1 the Company shall (without prejudice to any of its other rights and remedies) have the right to re-possess the Goods.
8.5.2 any right of the Buyer to sell, dispose of, deal or in any way use the Goods shall cease forthwith.
8.6 The Company shall be entitled to maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9.1 The Company’s liability to the Buyer for any breach of its obligations shall not in any event exceed the Contract price and the Company shall be under no liability for any consequential or indirect loss suffered, or liability to third parties incurred, by the Buyer. The Buyer shall use its best endeavours to ensure that users observe and comply with any warnings directions and instructions contained on or supplied with the Goods (including packaging). Without prejudice to any other provisions of this Agreement the Company shall not be liable for any failure by the users of the Goods to observe and comply with the aforesaid warnings, directions and instructions or for any unauthorised use by users.
9.2 Subject to the provisions of this Condition 9, all warranties and conditions whether applied by statute or otherwise are hereby excluded.
9.3 Notwithstanding the provisions of Condition 9.2 above, nothing in this condition 9 or in any other provisions of these Conditions shall:-
9.3.1 restrict or exclude any liability for death or personal injury caused by the negligence of the Company; or the Company’s liability as Seller under Section 12 of the Sale of Goods Act 1979; or
9.3.2 affect the statutory rights of a buyer dealing as a consumer (as defined in Section 12 of the Unfair Contract Terms Act 1977)
9.3.3 restrict or exclude any liability of the Company arising under Part 1 of the Consumer Protection Act 1987.
10 EFFECT OF DEFAULT BY THE BUYER
10.1 In the event that:-
10.1.1 the Buyer fails to make payment for the Goods in accordance with Condition 4;
10.1.2 the Buyer fails to pay any other debt due and payable to the Company;
10.1.3 the Buyer fails to take delivery of any of the Goods or any other goods supplied by the Company (except in accordance with the Buyer’s contractual rights);
10.1.5 the Buyer otherwise commits a breach of these Conditions then all sums outstanding in respect of Goods shall become payable immediately and the Company may in its absolute discretion and without prejudice to any other rights which it may have:-
10.1.6 suspend all future deliveries of Goods to the Buyer under the Contract in question or under any other contract and or terminate any such Contract(s) without liability upon its part; and/or
10.1.7 require payment or interest on all amounts due at the rate of 8% per annum above the base rate of (HSBC Bank PLC) for the time being prevailing from the date when payment for the Goods in question became due to the date of actual payment (such interest to run from day to day and to accrue after as well as before any judgement); and/or
10.1.8 exercise any of its rights pursuant to Condition 8.
10.2 In addition to any right of lien which the Company may have the Company shall, in any of the events described in Condition 10.1 above or breach by the Buyer of the terms of these Conditions, have a general lien over all Goods of the Buyer then in the possession of the Company for the unpaid price of the Goods and any other Goods sold and delivered by the Company to the Buyer under these Conditions or any other contract.
10.3 The Buyer shall pay the whole costs (including legal costs on a full indemnity basis) incurred by the Company in the enforcement of it rights hereunder and all such costs as be incurred by it as a consequence (direct or indirect) of a breach by the Buyer of any of these Conditions.
10.4 The Buyer and the Buyers Directors are personally responsible for upholding all these terms and conditions and any short fall in payment will be sort from them under the signed invoice acceptance of these terms.
11 INTELLECTUAL PROPERTY
No right or licence is granted under the Contract to the Buyer under any patent, trade mark, copyright, registered design or other intellectual property right except the right to use or to resell the Goods but no warranty is given as to whether such use or resale will infringe the rights of any third party.
The Buyer shall indemnify the Company against all claims, costs and expenses in respect of any actual or alleged loss or damage arising out of the use of the Goods at any time after delivery of the Goods to the Buyer.
13 LAW AND JURISDICTION
These Conditions and the Contract shall be governed in all respects by the Laws of England and any dispute hereunder shall be subject to the non-exclusive jurisdiction of the English Courts.
Any notice required to be served pursuant to these conditions shall be served as follow:- 14.1 on the Company - to Adams Wholesale Enterprises Ltd. of Unit 1&2 Silverdale, Meadow road, Worthing, BN11 2RZ. Or such other address as the Company may from time to time notify to the Buyer;
Any provision or term hereof which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision hereof.
No waiver of forbearance by the Company, whether express or implied, enforcing any of its rights hereunder shall prejudice its right to enforce such rights in the future.
The Company may assign, license or sub-contract all or any part of its rights and obligations under the Contract without the Buyer’s consent. The Buyer may not assign or in any way dispose of its rights or obligations under the Contract without the prior written consent of the Company.