1. Definitions and Interpretations
I1 In these Conditions these words and expressions shall (except where the context otherwise requires) following the meanings:
“Buyer” the person who accepts a quotation of seller for a sale of Goods of whose order for the Goods is accepted by the Seller“ Conditions” The standard terms of sale set out in this document and (unless the context other wise requires) includes any special terms agreed in writing between Buyers
“ Contract” The contract for the purchase and sale of Goods
“ Delivery Point” The place where delivery of the Goods is to take under clause 6
“The Goods” The goods (including any instalments of goods or any parts of them) which the Seller is to supply on accordance with these Conditions.
“ Price” The price determined in accordance with clause 4
“Seller” Bassra Machine Tools Limited of 99 Spring Road Tyseley Birmingham B11 3DJ
1.2. Reference in the Conditions to clauses and sub-clauses are to clauses and Sub-clauses of these Conditions
1.3 Where reference is made in the conditions to a statutory provision this includes all prior and subsequent enactments, amendments and modifications in relation to that provision and any regulations made
1.4 In these Conditions words in the singular shall include the plural and vice versa feminine and neuter gender shall include others.
1.5 References to a “person” shall include any individual, partnership, unincorporated association or body corporate.
1.6 Clause heading are (or convinces only and do not affect the interpretation or construction of these conditions.
2. Terms of Sale
2.1 The parties contract on the terms contained in these conditions, which shall prevail over any inconsistent terms which the Buyer may seek to introduce, such inconsistent terms shall have no effect.
2.2 The Seller’s sale representatives (not including the directors) are not authorised to any of the following thing s on behalf of the Seller.
2.2.1 Remove or vary any of these terms or introduce any other terms, written or oral, into the Contract:
2.2.2 Make any representations, agree any condition precedent or enter into any collateral contract;
2.2.3 Accept any offer or counter-offer made by Buyer.
3.1 The Buyer is not permitted to cancel this contract except with the consent of the Seller
3.2 Where there is an agreed cancellation permitted by the clause 4.1 the Buyer shall pay to seller the sum of 10 percent of the contract Price representing liquidated damages to compensate the seller for the loses incurred as a result of the cancellation.
4. Price of the Goods.
4.1 This is Seller’s quototed price for Price for Goods
4.2 Unless otherwise stated, Prices in any quotation do not include any charge for handling or delivering Goods.
4.3 If the Seller incurs any costs (including storage costs) as a result of the Buyer is neglect or default, the Buyer must pay those costs in addition to contract Price
4.4 Unless otherwise stated. Prices in any quotation do not include any charge for handling or delivering the Goods.
5.1 The Seller is entitled to send an invoice to the Buyer for the Price of Goods on or anytime after delivery of the Goods.
5.2 The Buyer must pay the Price of Goods to Seller within 30 days of the date of the Seller’s invoice.
5.3 The Seller reserves the right to charge interest at 10 per cent per annum on all overdue accounts. Interest is deemed to accrue on a day to day basis from and including the date of payment under clause 5.2
5.4 If the Buyer fails to pay any instalment of the Price on the date it becomes payable, the whole of balance of the Price then outstanding becomes payable immediately.
5.5 If the Buyer fails to pay the price on the date specified the Seller may terminate the Contract and recover the Goods in accordance with the Clause7.
6.1 Delivery of the Goods will be take place at the Buyer’s place of the business.
6.2 The Seller will transport the Goods to Delivery Point and in so doing may use the services of an independent carrier.
6.3 Delivery is deemed to place when the Goods enter the perimeter of the Buyer’s place of business
6.4 The Buyer will provide at the expense at the Delivery Point adequate and appropriate equipment and manual labour for unloading the Goods.
6.5 Delivery dates mentioned in any quotation order or other documents are approximate only and not of any contractual effect. The Seller shall not be liable for any delay in delivery how so ever caused.
6.6 Late Delivery the Goods does not entitle the Buyer to do any of the following:
6.6.1 Reject the goods;
6.6.2 Terminate the Contract;
6.6.3 With out hold payment of any part of the Price.
6.7 If the Buyer does not provide instructions, documents, licences or authorisation in order to enable the Seller to deliver the Goods the Buyer there by place itself obligation to accept delivery of the Goods.
7. Property and Risks
7.1 Ownership of the Goods remains with the Seller and will not pass to the Buyer until one of the following events occurs;
7.1.1 The Seller has paid for the Goods and no other amounts are owed by the Buyer to the Seller in respect of the goods supplied by the Seller.
7.1..2 The Buyer sell Goods in accordance with this agreement in which case ownership of the Goods will pass to the Buyer immediately before the Goods are delivered to the Buyer’s customer.
7.2 Where the Goods are attached to or incorporated in the other goods or are altered by the Buyer, ownership of the goods shall not be pass to the Buyer by virtue of the attachments incorporation or alteration if the Goods remain identifiable and, when attached to or incorporated in others goods, can be detached or removed from them.
7.3 The Buyer must store the Goods separately from any other goods until,
7.3.1 They become the Buyer’s property, or
7.3.2 They are attached to or incorporated in other goods.or
7.3.3 They are delivered to a purchase from the Buyer.
7.4 If the Buyer is overdue in paying for the Goods or any other goods supplied by the Seller, the seller may, if still the owner of the Goods recover and resell them. The Seller may enter the Buyer’s premises for this purpose and may, if necessary, detach or remove the Goods from any other goods. This does not affect any other right of the Seller.
7.5 Until the Buyer have paid the Seller for the Goods and all other well which the seller has supplied to the Buyer.
7.5.1 If the Buyer sells the Goods, the buyer shall hold the proceeds of sale on trust (or the Seller in a separate bank account)
7.5.2 The Seller may trace the proceeds of the sale that the Buyer receives into bank account which the Buyer maintains.
7.5.3 If the Buyer sells the Goods, the seller may, by written demand, require the Buyer to assign to the Seller the Buyer’s rights to recover the price from its purchaser.
7.5.4 The Buyer must not assign to any other person any rights arising from a sale of the Goods without the seller’s written consent.
7.6 Risk in the Goods passes to the Buyer on the delivery accordance with clause 6
7.7 The Buyer must insure the Goods against all insurable risks for this price due to the Seller of the Goods.
7.8 If the Goods are destroyed by insured risks before the Buyer has paid them, the Buyer shall hold the insurance proceeds as the Seller’s trustee
8. Warranties and Liability
8.1 Subject to the conditions set out below the seller warrants that the Goods will correspond with their specifications at the time of delivery and will be free from defects in material workman ship for a period mentioned on invoice and delivery note.
8.2 The Seller will not be responsible for any problems arising from caused by any modifications (where by alteration, deletion, addition or otherwise) made to Goods or any part of it by persons other than the Seller and, its authorised resprentatives .The Buyer will not permit any modification to be made to the goods or any part of it during the period of the warranty
Set out in clause 8.1 without the Seller’s prior written consent. If any authorised modifications to be made to then, without prejudice to the Buyer are other rights and remedies, warranty in clause 8.1 will be cancelled. Because of the potential losses which Buyer may suffer as a result of breach of contract by the Buyer, and because any such loses could be disproportnite to the Price and so that the Seller can keep contract price as low as possible, the parties agree that the Seller limits its liability as follows:
8.2 The seller will not be responsible for any problems arising from caused by any modification (where alteration, deletion, addition or otherwise) made to the Goods or any part of it by persons other than Seller and its authorised representatives. The Buyer will not permit any modification to be made to the goods or any part of it during the period of the warranty.
8.3 Where any valid claim in respect of any the Goods which is based on any defect in the quality or condition of the Goods or (their failure to meet specifications is notified Seller in accordance with these conditions, the Seller shall replace the Goods (or the part in question) free of charge or, at the time Seller’s sole discretion, refund to the Buyer the Price (or the proportionate part of the Price) but the Seller shall have
8.4 The Seller shall not be liable for consequential or indirect loss suffered by the Buyer whether this loss arises from breach of a duty in contract or any other way (including loss a rising from the Seller’s negligence). Non- exhaustive illustrations of consequential or indirect loss would be
Loss of profits;
Loss of contracts;
Damage to property of buyer or anyone else: and
personal injury to Buyer or anyone else (but only to the Buyer only so far as such inquiry is not caused by the Seller’s negligence).
8.5 The Seller shall not be liable for any failure to deliver the Goods ariing from circumstances outside the Seller’s control.
If The Buyer
9.1 Being a company
9.1.1 has a petition presented for winding up: or
9.1.2 Passes a resolution for voluntary winding-up (other than for the purpose of bonafide amalgamation or reconstruction): or
9.1.3 Enters into a voluntary arrangement with its creditors: or
9 .1.4 Become subject to an administration order; or
9.1.5 Has receiver appointed of all any assets; or
9.2 Being an individual or firm
9.2.1 Becomes bankrupt or insolvent; or
9.2.2 Enter into voluntary arrangements with creditors then the Seller shall be entitled to treat contract as being at an end or suspend any further deliveries under the contract. If the goods have been delivered but not paid for, the price shall become due immediately regardless of any price agreement to the contrary.
10.1 The Court may strike out override any part of these conditions which it considers unreasonable, invalid or unlawful (whether an entire clause or only part of one) and enforce these conditions as if the offending part had never been contained in it.
10.3 The Contract shall be governed by the laws of England, and the Buyers agree to submit to the exclusive juisdiciation of the English Courts.