Landauer Seafoods Division Sales Terms & Conditions
1. TERMS AND CONDITIONS.
In the following Terms and Conditions the Company shall mean Landauer Limited and the Customer shall mean the person, firm or company placing an order with the Company. The Contract shall mean any Contract between the Company and the Customer for the supply of the Goods. Acceptance of a Contract with the Company shall be conclusive evidence of acceptance of these Terms and Conditions by the Customer.
Neither the employees of the Company nor the employees of the Customer shall have the right to vary these Terms and Conditions unless such variation is in writing and signed by a Director or Principal of both parties.
3. ACCEPTANCE AND CONTRACTS.
(a) Quotations and estimates given by the Company are not offers to sell. All orders accepted by the Company are subject to the availability of the Goods which are the subject of the order.
(b) Contracts will not become binding on the Company until the Company has confirmed that the quantity required by the Customer is available and is to the required quality and specifications.
(a) All Goods unless otherwise specified will be deemed to have been sold ex-store and the Company may at its own discretion make a charge for any delivery it undertakes or any freight and/or carriers' charges
incurred in delivering the Goods, any carrier being deemed an agent of the Customer.
(b) While the Company will endeavour to deliver the Goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith, and the Company will not be liable for any failure to deliver by such a date or within such a period. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received.
5. STORAGE CHARGES.
As a term of the Contract the Company offers to Customers free storage for the remainder of the week during which the Contract was concluded but thereafter Customers shall pay the Company's storage charges at the rates prevailing at the time when the storage at the expense of the Customer commences. For the purpose of this Clause a week commences on Monday and finishes at midnight on Sunday.
Quality shall be as specified at the time when the Contract becomes binding. If it differs from the quality specified in the Contract, the Contract shall not be avoided thereby but the Company may in its
absolute discretion give an appropriate refund to the Customer.
7. TERMS OF PAYMENT.
(a) Unless otherwise agreed payment shall be due net cash thirty days after delivery or collection as the case may be. The time for payment shall be of the essence of the Contract.
(b) The following provisions shall apply to all Goods which under the Contract the Company agrees to supply to the Customer. No failure by the Company to enforce strict compliance by the Customer with such
provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company's rights under this paragraph.
(i) Upon delivery of the Goods the Customer shall hold the Goods solely as bailee for the Company and the Goods shall remain the property of the Company until such time as the Customer shall have paid to the Company all sums of money due and owing to the Company. Until such time the Company shall be entitled to recover the Goods or any part thereof and for the purpose of exercising such rights the Company, it's Employees and Agents with appropriate transport may enter upon the Customer's premises and any other location where the Goods are situated.
(ii) The Customer is hereby Licensed to sell on the Goods. The Customer shall immediately upon receipt of the proceeds of sale and whether or not payment has become due under paragraph 7(a) hereof remit to the Company the full purchase price of the Goods sold less any part thereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
(iii) The Customer shall maintain all appropriate insurance in respect of the Goods from the date or dates on which the risk therein passes to him which unless otherwise agreed shall be on delivery. In the event of any loss or damage occurring while the Goods remain the property of the Company the Customer shall either on the date that payment becomes due under sub-Clause (a) hereof or, if it is already due immediately remit to the Company the full purchase price of the Goods lost or damaged less any part hereof which has already been paid and until such amount has been so remitted shall hold such amount as trustee and agent for the Company.
(iv) The licence granted under sub-paragraph (ii) above shall be terminated forthwith at any time upon notice by the Company to the Customer.
(v) The Customer is hereby licensed to incorporate the Goods into any other goods produced and/or sold by the Customer.
Interest shall be charged on all accounts which have become due and payable at the rate of ½ percent per month compounded with monthly rests from the time payment became due until the time of actual
payment whether before or after any proceedings have been commenced.
9. CARRIAGE BY SEA.
When Goods are shipped by sea to the Customer and sold on a carriage and freight basis only it will be the responsibility of the Customer to arrange the appropriate insurance and make any claims to the Insurance Company covering shipment of the Goods should a claim arise. The Company shall not be under any obligation to give any notice to the Buyer as required by section 32(3) of the Sale of Goods Act 1979 or any amendments or revisions thereto.
10. CLAIMS FOR DAMAGE OR SHORTAGE.
No claims for damage or shortage on delivery or that the Goods are not in accordance with the Contract will be entertained unless notified to the Company in writing within 14 days of delivery or collection by the Customer or in any case of total loss within 14 days of the contractual date of delivery. If the Customer fails to give such notice then the Goods forming the subject of the Contract shall be deemed to have been delivered and to be in all respects in accordance with the terms of the Contract and the Customer shall be bound to accept and pay for the same.
11. CLAIMS AND LIABILITY.
In the event that the Goods supplied by the Company were short when delivered or damaged or that the Goods were not in accordance with the Contract then it will compensate the Customer to the extent of the value of the Goods but subject to the following conditions :
(i) The damage or shortage or claim that the Goods are not in accordance with the Contract shall have been notified to the Company in accordance with Clause 10 hereof.
(ii) Written notice in respect of Clause 10 hereof shall have been given by the Customer to the Company.
(iii) The Company shall have been given the opportunity to examine the Goods.
(iv) The Customer shall have made the Goods available for collection by the Company.
(a) While Goods may be quantified and accepted on the basis of their weight the Company accepts no responsibility for any loss caused by the natural alteration of the weight from the date of packaging to the
date of delivery.
(b) The Company shall not be liable for any damage or loss of any kind other than personal injury or death attributable to defects in the Goods accepted or deemed to have been accepted by the Customer. The
Customer shall keep the Company indemnified against any claims loss proceedings and expenses arising out of such injury damage or loss.
(c) The Customer shall be responsible for ensuring that the Goods are handled and stored in accordance with the Company's instructions for proper storage and use.
(d) Save as hereinbefore provided and subject to the provisions of Section 2 (i) of the Unfair Contact Terms Act 1977 or any amendments or revisions thereto the Company shall not be liable to the Customer for
any damage or for any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or willful default on the part of it's servants or agents
in or in connection with the supply of any Goods or the design or manufacture thereof or in the carrying out of any work.
12. FORCE MAJEURE.
The Company shall not be liable for failure to perform this Contract or for the loss or damage of the Goods or for any delay if caused by any event beyond the Company's control. Without prejudice to the generality of the foregoing, examples of force majeure are strikes, lock-out, blocking of export or import, war, warlike operations, all hostilities, civil strife, insurrection or piracy, confiscation, act of God or action of any government and any act or occurrence whatsoever beyond the control of the Company.
If the Customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with his creditors or if being an incorporated company shall have an administrative receiver or administrator appointed or shall cease trading or pass a resolution for winding up or a Court shall make an order to that effect or if there shall be any breach by the Customer of any of the Terms and Conditions hereof, the Company may at its own discretion defer or cancel any further deliveries and treat the Contact of which these Terms and Conditions from part as determined but without prejudice to the right to the full price for Goods delivered and damage for any loss suffered in consequence of such cancellation and or determination. The Customer shall make good all losses that the Company may suffer as a result of cancellation.
14. SUBJECT TO FISHING.
All Contracts made by the Company with its Customers are subject to fishing and availability and supply of the Goods.
The Company shall have a general lien on the Goods and all property of the Customer within its control for the payments of all debts accrued due or accruing due to it on any account between the parties and shall be entitled to sell the Goods accordingly.
All Goods sold by the Company are supplied with the benefit of the terms implied by Section 12 of the Sale of Goods Act 1979 or any amendments or revisions thereto. Subject thereto, and whether or not the Contract is a contract of sale, all other conditions, warranties and other terms expressed or implied statutory or otherwise are expressly excluded, save as provided in Clause 6 hereof or as otherwise expressly agreed by the Company in writing PROVIDED THAT if and insofar as any legislation or any order made thereunder shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
Reference to Clauses are to clauses of these Terms and Conditions. Headings are for convenience only and do not affect the interpretation of these Terms and Conditions. A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted.
18. INVALIDITY If at any time any Term or Condition or any part thereof (in this Clause called the offending provision) contained in Terms and Conditions shall be declared or become unenforceable, invalid or illegal for any reason whatsoever, the other Terms and Conditions or parts thereof shall remain in full force and effect as if these Terms and Conditions had been entered into without the offending provision appearing herein and their legality, validity or enforceability shall not be affected or impaired.
The Company and the Customer agree to substitute if possible for such offending provision a new provision as agreed between the Company and the Customer which serves the purpose of the offending provision to the fullest possible legal extent.
19. ENGLISH LAW TO APPLY.
The proper Law of all Contracts shall be English Law. In the event of any Contract being made for the supply of Goods to which these Terms and Conditions relate such Contract shall be deemed to be a Contract made in England and enforceable only in accordance with English Law and the Customer agrees that in the event of any dispute arising out of any Contract or the performance thereof he will submit to the jurisdiction of the English Court.
Notwithstanding the above and solely for the benefit of the Company, it is further agreed that the Company has the right to proceed against the customer in such jurisdiction as the Company in its sole discretion sees fit for the purposes of securing payment of any amounts due to the Company from the Customer or to exercise any rights hereunder.