“Seller” means bowthrustersdirect.com
“Buyer” means any person, firm or company who accepts a quotation of the Seller for the Sale of Goods, or whose order for the Goods is accepted by the Seller.
“Goods” means the goods (including any instalment of the goods or any parts for them), which the seller is to supply in accordance with these conditions
“Conditions” means the standard terms and conditions of sale set out in this document and, unless the context otherwise requires, includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means the contract for the purchase and sale of the goods
2. Terms of the Sale
2.1 The conditions shall, unless they are expressly amended, be deemed to be incorporated into all Contracts made by the seller, and all goods supplied by the Seller, shall be deemed to be carried out pursuant of the Contract incorporating these Conditions and shall prevail, notwithstanding any printed or other conditions contained or referred to in any purchase order to other document prepared by, or on behalf of, the buyer.
2.2 No other agreement, representation, promise, undertaking or understanding of any kind, unless expressly confirmed in writing by the Seller shall add to, vary or waive any of the conditions.
3.1 The price of the Goods shall be the Seller’s quoted price, or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list, current at the date of acceptance of the order. All prices quoted are valid for 30 days from the date of issue, or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
3.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in costs to the Seller which is due to any factor beyond the control of the Seller, any changes in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
3.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices for the Goods are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods other than at the Sellers premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
3.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
4.1 The Seller will be under no liability for any order received until the order is accepted by the Seller in writing
4.2 The Buyer shall be responsible to the Seller ensuring that accuracy of the terms of any order, including any applicable specification submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
4.3 No order which has been accepted by the Seller may be cancelled by the Buyer, except with the agreement in writing of the Seller on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
5.1 The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer, or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or, (as the case may be) the Seller has tendered delivery of the Goods
5.2 Payment shall be made at the invoice price without deduction within 30 days of the date of invoice and the Seller shall be entitled to recover the price, notwithstanding that delivery of the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts will be issued only upon request.
5.3 Failure by the Buyer to pay in accordance with the provisions of this clause shall entitle the Seller, without prejudice to its right to damages, to suspend any outstanding deliveries or to cancel the Contract.
5.4 In addition to the Seller’s rights under the sub-clause 5.3, the Seller shall be entitled to charge interest on any amounts outstanding (both before and after payment) at the rate of 4 per cent above the Royal Bank of Scotland PLC bank base rate for the time being in force.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any clause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller the Seller may:
6.5.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and the Buyer shall reimburse the Seller without delay: or
6.5.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price, under the Contract or charge the Buyer for any shortfall below the price under the Contract
7. Risk and Property
7.1 The risk in the Goods passes to the Buyer on delivery ex works.
7.2 Until the Seller has paid in full for the Goods supplied to the Buyer under this, or any other contract between them notwithstanding delivery and the passing of risk, the Seller shall retain legal and beneficial title to the Goods supplied and the Buyer shall keep the Goods (whether by its servants, agents or sub-Bailee or otherwise) as fiduciary Bailee for the Seller and the relationship of Bailor and Bailee is created between the Seller and the Buyer.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured for an amount at least equal to the price of the Goods and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds from any moneys or property of the Buyer and third parties and in the case of tangible proceeds, properly stored, protected and insured.
7.4 The Seller shall be entitled to trace the proceeds of any sale of goods owned by the Seller and any insurance proceeds received in respect of goods owned by the Seller. Such proceeds shall be paid into a separate bank account and shall be held by the Buyer on trust for the Seller.
7.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to immediately deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess the Goods.
7.6 The Buyer shall not be entitled to pledge or in any way change by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money’s owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
7.7 If the Buyer enters into or does anything to enter into an agreement with its creditors, liquidation, receivership, administrative receivership or administration, it shall give immediate written notice to the Seller and shall automatically surrender possession of the Goods to the Seller. The Seller shall then be at liberty to resell the Goods so recovered and any part thereof.