Fallon Pilott Ltd (hereinafter referred to as “the Company”) sells to or contracts with the buyer to the terms and conditions set out below. No variation in respect of these conditions of sale shall be accepted unless confirmed in writing by the Company. These conditions shall unless agreed in writing by the Company supersede any other terms and conditions stipulated incorporated or referred to in any document pre-dating these terms and conditions.
The intending purchaser has had an opportunity to consider these conditions of sale and to take legal advice if so desired before agreeing to be bound by them.
Dimensions weights and descriptions of the goods stated on the offer acceptance catalogue or circular are approximate only and are not binding as to details.
Unless otherwise agreed in writing by the Company the terms of payment shall be:-
Cash/cheque prior to delivery
Where agreed by the Company prior to delivery net monthly, such time to run from the date of issue of invoice rather than receipt of goods. Net monthly payment requires the intending purchaser to pay within 30 days of date of issue of invoice.
The Company is entitled to charge interest at the rate of 2% per month on a daily basis on any sum outstanding from the date when same becomes due until the date of actual payment.
Terms of payment as agreed shall be strictly observed by the intending purchaser and the time for payments shall be of the essence. The obligations of the Company are subject to the terms of payment and all the intending purchaser’s other obligations being observed.
It is a condition of the acceptance of any order that having regard to the continuance and unpredictable fluctuations in the main variables establishing the Company’s list price such as the increasing costs of labour, transport, raw materials, any new tax liability, the rate of exchange an import duty, that goods be charged by the company and paid for by the purchaser at the prices ruling at the date of invoicing or as specific contract. The responsibility remains with the purchaser to ascertain whether prices in his possession are valid at the time of invoicing. The Company will not in the normal way avail itself of this condition except where such a variable is in the opinion of the company substantial.
Notwithstanding that credit may have been given for the payment of the price of goods the intending purchaser agrees that:-
The goods shall remain the sole and absolute property of the Company as both legal and equitable owner until such 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.
He will keep the goods insured to their full replacement value against loss or damage with some reputable insurance company and will provide the Company with evidence of such insurance upon their request.
Until such time as he becomes the owner of the goods, he will be a bailee of them only and sill store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company. He will not amalgamate, conjoin or in any way mix the Company’s goods with other goods either of the intending purchaser or of any other person. He is permitted by the Company to agree to sell the Company’s goods subject to the condition that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Company’s monies.
The Company may at any time for the purpose of recovery of its goods in the event of the intending purchaser entering into liquidation or becoming bankrupt or having a winding up order made against him or having a Receiver appointed in respect of his assets or for whatever reason enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
Any period or times stated for collection by the buyer ex factory/store or for delivery to the buyer are estimates only and in any event the Company accepts no responsibility for loss or damage of whatever nature resulting from reasonable delay.
Where the buyer places an order/contract for goods to be delivered in instalment, any failure by the buyer to comply with his contract will entitle the Company to withhold further instalments.
DESPATCH AND DELIVERY
In cases where goods are to be delivered by the Company to the buyer within a period detailed in the contract and where the buyer cannot accept the Company shall, if it’s storage permits, store the goods and take all reasonable steps to prevent their deterioration until their actual delivery and the buyer shall be liable to the Company for the cost (including insurance) of its so doing. This provision shall be in addition to, not in substitution for, any other payment or damages for which the buyer may become liable in respect of his failure to take delivery at the appropriate time. The Company will replace free of charge goods damaged or lost in transit (excluding any transit from the Company’s Stores in respect of goods collected from there by the buyer), or make up an incomplete delivery provided the buyer gives the Company written notification of such loss or incomplete delivery within 72 hours.
The Company reserves the right to cancel any order if after acceptance the goods set aside for such order are destroyed or damaged beyond repair and cannot be replaced. No order may be cancelled by the intending purchaser without the written consent of the Company.
The Company warrants that at the time of delivery the goods will conform to the provisions of the Agriculture Act 1970 and Medicines Act 1968 and be suitable for the purposes for which they were sold. No other warrant in respect of any defect or failure whether express or implied shall apply. The Company’s liability in respect of any defect or failure in the goods shall be limited to the price paid for the goods or exchange of the goods at the Company’s option.
The Company shall not be bound by any statement as to price, representation warranty or conditions not expressly specified herein nor any representation, warranty or condition whether verbal or in writing made by its agents or servants unless also confirmed in writing by the Company.
Subject to clause 12 hereof and save in so far as the law permits exclusion of liability, the Company’s liability under sale or contract is limited to making good defects or failure in goods and the Company shall be under liability to the intended purchaser or to any person for any personal injury, loss or damage of whatever nature whether the same may be caused by negligence, breach of statutory duty, breach of contract, breach of warranty or condition, whether such warranties or conditions are express or implied or are derived from statute or common law or howsoever liability may arise.
Any performance figures quoted or referred to in any specification or other document put out the Company are estimates only based on assumed conditions, and levels of management, with experienced adequate and efficient users and proper utilisation of satisfactory materials. All these factors are outside the control of the Company and consequently performance cannot be warranted.
The intending purchaser will indemnify the Company in so far as the law permits against any claim which arises from or in connection with the supply of goods whether such liability arises by reason of the Company’s negligence or their breach of contract or their breach of statutory duty or howsoever any such liability may arise.
FORCE MAJEURE AND FRUSTRATION
The Company shall be entitled to cancel or rescind the sale or contract and in any event shall not be liable for loss or damage, if the performance of its obligation under the sale or contract is in any way adversely affected by any cause whatsoever beyond the Company’s control including but not limited to the default of any subcontractor, war, strike, lockout, trade dispute, flood, accident to plant or machinery, shortage of materials or labour.