Terms and Conditions of sale of Charles Faram & Co Ltd (here in after called the company)
All goods are supplied to intending purchasers on the following terms, and no person in the employment or acting otherwise as agent of the company or purporting so to do, has authority to accept orders, supply goods on any other conditions or to vary these terms in any way whatsoever. Previous dealings between the company and any customer shall not vary or replace these terms or be deemed in any circumstances whatsoever so to do. Acceptance of goods from the company shall be conclusive evidence before any court or arbitrator that these terms apply.
- The prices in this contract are related the the costs of freight and insurance and to any taxes, duties and similar impositions and rebates affecting the import, export or sale of the goods and to currency exchange rates and costs of preparation, processing, packing materials effective at the time of sale. Any alteration in the cost to the company fulfilling this order due to alterations in all or any of these or to the introduction of new taxes or other impositions or rebates or the removal of any existing ones will entitle the company to modify these prices accordingly. The company cannot be held liable for loss arising from non delivery due to crop failure, war or other “force majeure” or to changes in export or import regulations of the countries concerned.
- Where the goods listed overleaf (the goods) are English hops the Standard Terms and Conditions of sale of the Hop Merchants Association current at the date hereof shall be deemed to be incorporated herein as if the same were repeated herein mutatis mutandis but in the event of any conflict between them and these conditions these conditions shall prevail.
- The risk in the goods listed overleaf shall pass to the buyer on delivery.
- (a) The intending purchaser acknowledges that before entering into an agreement for the purchase of any goods from the Company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for winding -up of the company or exercise any other rights over or against the company’s assets.
(b) Goods the subject of any agreement by the company to sell shall be at the risk of the intending purchaser a soon as they are delivered by the company to his vehicles or his premises or otherwise to his order.
(c) Such goods shall remain the sole and absolute property of the company as legal and equitable owner until such a time as the intending purchaser shall have paid to the company the agreed price together with the full price of any other goods the subject of any other contract with the company.
(d) The intending purchaser acknowledges that he is in possession of goods solely as bailee for the company until such time as the full price thereof is paid to the company together with the full price of any other goods the subject of any other contract with the company.
(e) Until such a time as the intending purchaser becomes the owner of the goods, he will store them on his premises separately from his own goods or those of any other person and in a manner which makes the readily identifiable as the goods of the company.
(f) The intending purchaser’s right to possession of the goods shall cease if he, not being a company, commits an available act of bankruptcy or if he, being a company, does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding-up. The company may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(g) Subject to the terms hereof, the intending purchaser is licensed by the company to process the said goods in such fashion as he may wish and / or incorporate them in or with any other product or products subject to the express conditions that the new product or products or any other chattel whatsoever containing any part of the said goods shall be separately stored and marked so as to be identifiable as being made from or with the goods the property of the company.
(h) If goods the property of the company are admixed with goods the property of the intending purchaser or are processed with or incorporated therein, the product thereof shall become and / or shall be deemed to be the sole and exclusive property of the company. If goods the property of the company are admixed with goods the property of any person other than the intending purchaser or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be owned in common with that other person.
(i) The intending purchaser shall be at liberty to agree to sell on any product produced from or with the company’s goods on the express condition that such an agreement to sell shall take place as agents and bailees for the company whether the intending buyer sells on his own account or not and that the entire proceeds therefore are held in trust for the company and are not mingled with any other monies and shall at all times be identifiable as the company’s monies.
(j) If the intending purchaser has not received the proceeds of any such sale he will, if called upon to do so by the company, within seven days thereof assign to the company all rights against the person or persons to whom he has supplied any product or chattel made from or with the company’s goods.
- If owing to industrial disputes or any courses outside the company’s control the company is unable to deliver the goods by the delivery date specified overleaf then provided that the company shall have given the buyer notice in writing without delay of its intention to claim an extension of time the buyer shall grant the Company such extension of time as may be reasonable and the company shall not be liable for the consequences of any delay beyond the stated delivery date.
- The company does not sell the goods subject to any warranty condition or stipulation either express or implied and any such warranty or condition either express or implied by common law or by statute is hereby expressly excluded and the company shall not be liable to the buyer for:
a. Any loss of profit or of contracts or:
b. Any damage or injury to the extent that the same is caused by or arises out of the acts or omissions of the buyer or of others (not being the company’s servants or agents).
- If no written notice is received by the company within seven days of the date of the delivery of the goods to the buyer the goods shall be deemed to have been accepted by the buyer as being in good order and in conformity with the contract. No claims will be accepted thereafter.
- No variation of these conditions shall be binding upon the company unless in writing and signed by a Director on behalf of the company.
- These conditions shall form the basis of the contract between the company and the buyer and shall prevail over any conditions or terms of trading of the buyer.
- Unless otherwise agreed this contract shall be subject to English law.