Castle Microwave Limited
Terms and Conditions of Sale
I. Legal Construction
This contract shall be governed by and interpreted in accordance with English Law.
II. General Conditions
A. All contracts of sale made by the Company shall be subject to these terms and conditions of sale and no variation thereof shall have any effect unless specifically made and accepted in writing by the Company.
B. Unless previously withdrawn, quotations are open for acceptance within thirty (30) days from the date thereof, and are subject to confirmation at the time of such acceptance.
C. Any orders placed and accepted by the Company may only be varied by written agreement. The Company reserves the right to make appropriate charges for any variations required by the Buyer.
D. The Company will not be liable for any damage, loss or injury of whatever nature whether direct or consequential arising out of, or in connection with any goods or services supplied or resulting from the use or failure thereof.
III. Order Cancellation
Cancellation of an order will not be accepted where an order has been placed on the Company’s supplier(s).
A. The Company will use its best endeavours to meet any requested or estimated delivery date, but will not be liable for any loss or damage resulting from any delay howsoever caused.
B. Prices of Goods are determined by the relevant Purchase Order and are exclusive of Value Added Tax. Unless otherwise specified, the prices are quoted FOB Newbury, Berkshire. Any loss or damage in transit should be notified to the Company in writing within three (3) days of receipt and any damaged goods held for inspection so that a claim may be made on the carrier. The Company should be notified immediately if goods are not received within fourteen (14) days of the date of the invoice.
V. Ownership and Retention of Title
A. Risk in Goods shall pass to the Buyer on delivery, and the Buyer shall insure the goods for their full value from that time against theft and all forms of loss, damage, destruction and hold all sums paid by the insurers in respect of all claims against the insurers in respect of the Goods.
B. Notwithstanding 5.1., legal and beneficial ownership of Goods, the Title shall remain with the Company until payment in full has been received by the Company:-
- For such Goods.
- For any Goods supplied by the Company.
- For any monies due from the Buyer to the Company on any account.
C. Each sub-clause of 5.2. is separate, severable and distinct from the others.
D. Until property in the Goods passes to the Buyer under 5.2., the Buyer shall:-
- Be bailee of the Goods.
- Keep the Goods separate and distinct from all property of the Buyer or other persons at no expense to the Company.
- Label and mark the Goods to show clearly that the Goods are the sole property of the Company and not that of the Buyer or any other person.
E. Notwithstanding 5.2., the Buyer may:-
- As principal in the ordinary course of business sell the Goods by bona fide sale at full market value or in the ordinary course of its business use the Goods (but any warranties, conditions or representations given or made by the Buyer to any persons shall not be binding on the Company which shall be indemnified by the Buyer in respect thereof).
- Goods shall be deemed sold or used in the order when delivered to the Buyer.
- Any resale by the Buyer of Goods in which property has not passed to the Buyer shall (as between the Company and the Buyer only) be treated as if made by the Buyer as agent for the Company.
F. Retention of Title
- If Goods, in which Title has not passed to the Buyer, are mixed with or incorporated into other goods (with the addition of its goods or goods of others) or are used as material for other products (with or without such additions) the property in those other goods shall be held on trust by the Buyer for the Company to the full extent of the sums recoverable by the Company under clause 5.2.
- The Buyer shall store the goods referred to in 5.6.1. for the Company in a safe and proper manner without charge to the Company and shall maintain records sufficient to enable the manufactured product and the Goods incorporated therein to be identified, measured or otherwise quantified.
- If the goods referred to in 5.6.1., in respect of which title has not passed, are sold, the proceeds of sale of any goods and any other goods referred to in Section 5 shall be held by the Buyer in trust for the Company to the extent of all sums recoverable by the Company under Section 5.
- The Buyer shall keep any proceeds of sale as referred to in 5.6.1., in a separate account but in any event the Company shall have the right to trace such proceeds (according to the principles in respect of Halletts Estate (1880) 13 Ch D 696).
G. The Buyer assigns to the Company all rights and claims the Buyer may have against its own customer(s) and others in respect of Goods specified in 5.5.3., 5.6.1., and proceeds of sale specified in 5.6.3.
H. At any time prior to property in Goods passing to the Buyer (whether or not any payment to the Company is then overdue or the Buyer is otherwise in breach of any obligation to the Company) the Company may (without prejudice to any other of its rights):-
- Retake possession of all or any part of the Goods and enter any premises for that purpose (or authorise others to do so).
- Require delivery of all, or any part of the Goods.
- Terminate the Buyer’s authority to resell or use the Goods forthwith by written notice to the Buyer which authority shall automatically terminate (without notice) upon any insolvency of the Buyer or it going into liquidation (as defined by the Insolvency Act, 1986) or it having a receiver appointed or calling a meeting of its creditors or any execution or distress being levied on goods in its possession.
I. The Company may at any time allocate to such indebtedness as it thinks fit sums received from the Buyer notwithstanding any purported allocation by the Buyer.
J. Each clause and sub-clause of this clause is separate, severable and distinct.
Payment is to be received on or before the thirtieth (30) day of the month following the month of invoicing. In the event of non-payment the Company reserves the right to suspend further deliveries until payment and/or require that all future orders be given and accepted on a “Cash with Order” basis.
Certificates of Conformance or Release Notes certifying special inspection will be provided for appropriate products when stipulated at the time of ordering, an additional charge may be made.
VIII. Force Majeure
Without prejudice to its legal rights in respect of any breach of contract by the Buyer, the Company reserves the right to suspend deliveries or cancel or rescind any contract without liability on its part for any loss or damage resulting from such suspension or cancellation or rescission in the event of any breach of the Buyer’s obligations thereunder or in the event of the Company being prevented wholly or partially from fulfilling its obligations thereunder by reason of any Act of God, War, Hostilities or any Act of Insurgency, Act of Government, freak or adverse weather condition, strikes or lock-outs, or inevitable accident of other unforeseen circumstances beyond the control of the Company.