Cheshire Farm Machinery Ltd

Conditions of Sale

1. General

  1. These conditions are the only conditions upon which Cheshire Farm Machinery Ltd. is prepared to deal with its customer (“the buyer”) and they shall govern the contract to the entire exclusion of any other express or implied conditions.

  2. These conditions may only be modified by a variation in writing signed on behalf of the Seller by a Director and no other action on the part of the Seller (whether delivery of the goods or otherwise) shall be construed as an acceptance of any other conditions.

  3. These conditions (as modified in accordance with paragraph b) and together with the matters referred to on the face of the seller’s quotation and/or acceptance of order) embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications.

  4. Any quotation in whatever form given to the Buyer is given subject to these Conditions and does not constitute an offer to sell.

 

2. Performance

  1. The Seller itself gives no undertaking or guarantee in respect of the description, quality or fitness for purpose of the goods but does undertake that, in the event that any defect in workmanship or materials is notified to it within three months of the delivery of the goods, it will use its best endeavours to secure recompense from its own supplier in respect thereof and it will pass on to the Buyer the benefit of any guarantees or indemnities to it in respect thereof by its supplier.

  2. In the event that, notwithstanding the provisions of paragraph a) of this condition, the Seller is found liable for any loss or damage suffered by the Buyer, or any third party, that liability shall in no event exceed the purchase of the goods.

  3. The foregoing provisions of this condition shall not apply to sales which are made to persons who deal as consumers (as that expression is defined in section 12 of the Unfair Contract Terms Act 1977), unless the contract is an international supply contract (as described in section 26 of the Act).

  4. The Seller’s supplier reserves the right to alter specification without notice and the Seller accepts no liability for such changes.

 

3. Price

  1. The price for each consignment of the goods will be that expressed on the face hereof. Provided however that the Seller may vary the price so expressed to the extent that the cost to the Seller of acquiring the goods is increased between the date of the face hereof and the date on which the goods are delivered to the Buyer.

  2. The contract price is exclusive of valued added tax or any similar taxes, levies or duties, which will be added to or charged on invoices at the appropriate rates.

 

4. Payment

  1. Unless otherwise agreed in writing, the Buyer shall pay for the goods by cash on delivery.

  2. If any payment that is to be made hereunder by the Buyer to the Seller is overdue, interest will be chargeable thereof as well as before judgement on a day to day basis at a monthly rate of eight percent above the HSBC Bank PLC’s base rate from time to time applicable, until the sum due is paid.

  3. Where any sum owed by the Buyer to the Seller under this or any contract is overdue, the Seller may withhold any deliveries of goods due to be made under this contract until arrangement as to payment or credit have been established which are satisfactory to the Seller.

  4. Any used goods offered by the Buyer to be bought by the Seller in part payment, or otherwise, shall be deemed to be in good condition and free from faults and shall be in safe condition and shall be in fair working order, suitable to be put to work excepting those faults detailed in this contract. Such goods must be available for collection at the time of delivery of the goods being supplied by the Seller, otherwise the additional cost of collection becomes the liability of the Buyer.

  5. All goods in the form of Buy Backs (part exchanges) are the responsibility of the Buyer until the Seller delivers the new or replacement item, and any deterioration from the time the “deal is struck” to the time the Seller takes possession, shall be the Buyer’s responsibility and he shall be liable to compensate the Seller accordingly.

 

5. Delivery

  1. Delivery of each consignment of the goods shall be made to the place, and in the manner, designated by the Buyer when placing the order provided that the Seller shall be entitled to withhold delivery of the goods until the Buyer has paid all sums due to the Seller hereunder.

  2. Unless otherwise agreed, the price quoted for the goods by the Seller shall be exclusive of the costs of delivering the same for which the Seller shall invoice the Buyer separately. Such charges shall include the costs of freight and insurance and the Seller’s handling charge.

  3. Unless otherwise expressly agreed in writing any delivery times specified by the Seller in its quotation or otherwise are business estimates only and the Seller will not be liable to the Buyer for any loss or damage (whether direct, indirect or consequential) sustained by the Buyer as a result of the Sellers failure to comply with such delivery times.

  4. If the Buyer being a company shall pass a resolution or suffer an order of a court to be made for its winding up, or if a receiver shall be appointed, or if a petition for the appointment of an administrator shall be presented in respect of it, or being an individual or partnership shall suspend payment or propose to enter into any composition with creditors or become unable to pay its debts (or have no reasonable prospect of so doing) or suffer a bankruptcy order, then the Seller may without prejudice to any other right rescind the contract, or suspend or cancel delivery or recover the possession of any goods for which payment in full has not been received.

6. Risk and Property

  1. The risk in the goods shall pass to the Buyer upon delivery of the goods to the Buyer or any carrier acting on the Buyers behalf.

  2. The property in the goods shall not pass to the Buyer until the full price of the goods and goods which are subject of any other contract between the Buyer and the Seller is paid.

  3. Until such time as the full price of all such goods has been paid;

  1. They shall be held by the Buyer in a fiduciary capacity and stored by the Buyer at its premises in such a manner that they are clearly identifiable as the goods of the Seller and shall be kept separate from any other goods whether or not supplied by the Seller.

  2. They shall be handed over to the Seller on demand and the Seller shall be entitled to retake possession of them without prejudice to any of its other rights against the Buyer and the Seller is hereby granted a licence to enter into the Buyer’s premises for the purpose of recovering goods.

  3. The Seller hereby authorises the Buyer to use and/or sell the goods in the normal course of the Buyers business. If the Buyer sells the goods prior to paying the full price thereof the Buyer shall hold the proceeds of sale on trust for the Seller and shall immediately pay the proceeds of sale into a separate bank account. The Seller shall be entitled to call upon the Buyer to assign all claims that the Buyer may have against the purchases from the Buyer.

  1. If the Buyer shall allow the goods to become incorporated into or be used in the manufacture of the goods before the full price of the goods is paid to the Seller the property in the whole of those new goods shall be that of the Seller who shall be entitled to take possession of the new goods and the Seller is hereby granted a licence to enter into the Buyer’s premises for the purpose of recovering the new goods. The Seller shall be entitled to Seller the new goods and shall retain from the proceeds of sale thereof a sum equal to the amount outstanding to it in respect of the price of the goods and shall pay the balance of the sale proceeds to the Buyer.

 

7. Initial Defects

  1. The Buyer shall have no claim in respect of any defect in workmanship or materials which should have been apparent on a reasonable examination of the goods unless the conditions in paragraph (d) hereof are satisfied.

  2. If the quantity of goods does not correspond with the quantity required to be delivered in that consignment the Buyer shall not be entitled to reject that consignment but shall be entitled only:

  1. If the quantity delivered is less than the contract quantity, to a further delivery of goods to make up the deficiency or (at the Seller’s option) a refund of the appropriate part of the purchase price, and

  2. If the quantity delivered exceeds the contract quantity, to return the excess or to retain the whole, in which case the price shall be adjusted at the contract rate then prevailing. Provided that the Buyer shall have no entitlements whatsoever in respect of that deficiency unless the conditions in paragraph (d) hereof are satisfied.

  1. The Buyer shall have no claim in respect of the fact that the goods delivered are of the wrong description unless the conditions in paragraph (d) hereof are satisfied.

  2. The conditions before referred to are that:

  1. The receipt of the goods is qualified by a remark to that effect, and

  2. The claim is made upon the Seller within 48 hours of delivery and is confirmed in writing by letter within five days of delivery.

  1. In any event the Buyer shall be treated as having accepted any consignment of the goods if it retains them for longer than seven days after their delivery.

 

8. Storage

  1. The Seller will be entitled to store the goods (or any of them), at the Buyer’s expense at its own premises or elsewhere if:

  1. Where the Buyer is required to collect the goods from the Seller’s premises, the Buyer fail to take delivery at the time specified therefore

  2. Where the arrangement is for the goods to be delivered by the Seller, either the Seller is unable to dispatch the goods by reason of any act or omission on the part of the Buyer, or the Seller has dispatched the goods but the Buyer fails to take delivery thereof

  3. The Seller is withholding delivery of the goods pursuant to condition 4(d) hereof.

  1. The expenses that the Seller may re-claim from the Buyer include all reasonable costs incurred by the Seller (whether by way of storage, insurance or otherwise) in respect of the goods and it is expressly declared that it shall be reasonable for the Seller to effect insurance in respect of the goods notwithstanding that the risk therein has passed to the Buyer.

 

9. Cancellation

Contracts are not subject to cancellation without the Seller’s written consent. Where cancellation is accepted, the Seller shall in addition to any express terms of acceptance of cancellation be entitled to reimbursement of any costs incurred by the Seller in connection with the contract.

 

10. Force Majeure

The Seller shall have the right to cancel or to reduce the volume of the goods delivered if it is prevented from or hindered in delivery of the goods through any circumstances beyond its control including (but not limited to) industrial action, war, fire, or prohibition or enactment of any kind, without incurring any liability for any loss or damage whatsoever resulting therefrom.

 

11. Governing Law.

The contract is governed by the Laws of England and the English High Court of Justice (to the jurisdiction of which the buyer herby irrevocably submits) shall have the exclusive jurisdiction to resolve any dispute arising out of it.

Note: The Seller’s prices are calculated on the basis that the above conditions will apply. Buyer’s requiring prices to be quoted on a different basis should inform the Seller.