All sales contracts of Arcadian Products (2000) Ltd (herein referred to as 'the Seller') shall be deemed to incorporate these conditions except in so far as these conditions are varied by any special conditions agreed in writing between the parties. Any terms and conditions in the purchase order, which are inconsistent with these conditions, shall have no effect.
2.1 All goods shall be paid for in full by the Purchaser to the Seller at the time of ordering, by cash, cheque or by debit/credit card.
2.2 Where account facilities apply, the price shall be paid in full by the Purchaser to the Seller 30 days from month end of invoice unless other terms are agreed in writing. In the case of any default in payment the Purchaser shall give the Seller every assistance in the repossession of the goods in respect of which payment has not been made.
3.1 The goods are at the risk of the Purchaser from the time of delivery.
3.2 Ownership of the goods shall not pass to the Purchaser until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
3.2.1 The goods and
3.2.2 All other sums which are or which become due to the Seller from the Purchaser on any account.
3.3 Until ownership of the goods has passed to the Purchaser; the Purchaser shall:
3.3.1 Hold the goods on a fiduciary basis as the Seller's bailee.
3.3.2 Store the goods (at no cost to the Seller) separately from all other goods of the Purchaser or any third party in such a way that they remain readily identifiable as the Seller's property.
3.3.3 Not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
3.3.4 Maintain the goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Purchaser shall produce the policy of insurance to the Seller.
3.4 The Purchaser may resell the goods before ownership has passed to it solely on the following conditions:
3.4.1 Any sale shall be effected in the ordinary course of the Purchasers business at full market value; and
3.4.2 Any such sale shall be a sale of the Seller's property on the Purchaser's own behalf and the Purchaser shall deal as principal when making such a sale.
3.5 The Purchaser's right to possession of the goods shall terminate immediately if:
3.5.1 The Purchaser has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Purchaser or notice of intention to appoint an administrator is given by the Purchaser or its directors.
4.1 Any time for delivery stated by the Seller will be an estimate only on the likely time required to effect delivery from the date of receipt by the Seller of full and final instructions. The Seller will make every reasonable effort to comply with such estimate but the Purchaser shall have no right to damages or to cancel any contract with the Seller by reason only of failure on the part of the Seller to meet any stated delivery time.
4.2 The Seller will endeavour to comply with reasonable requests by the Purchaser for postponement of any stated delivery date but shall be under no enforceable obligation to do so. In the event of any such postponement at the request of the Purchaser, the Purchaser shall pay to the Seller on demand all costs and expenses thereby incurred including a reasonable charge for storage thereby occasioned.
4.3 Any damages or short delivery must be notified within 5 working days from receipt.
5.1 Any goods ordered incorrectly by the Purchaser may be returned within 10 working days at the Purchasers own cost and a full credit less original carriage charge will be applied provided same goods are received by the Seller in perfect condition and are suitable for resale.
6.1 If any defect in workmanship or materials shall manifest itself in any goods supplied by the Seller within 12 months of the date of delivery thereof provided always that the goods shall have been found not to be to specification the Seller shall have the right at its sole discretion to replace free of cost to the Purchaser (other than the cost of carriage) any such goods or parts thereof and the Purchaser shall be obliged to accept such replacement in full satisfaction of its claim and shall also return to the Seller at the expense of the Purchaser the goods originally delivered or such defective part thereof as may have been replaced. If the Seller shall fail to replace such goods or parts thereof any amount recoverable by way of damages from the Seller by the Purchaser shall be limited to the difference between the value of the goods at the time of the delivery to the Purchaser and no claim whatever by the Purchaser shall entitle the Purchaser to withhold payment of the price of any goods or to any right of set-off against any payment due to the Seller under any contract made by the Seller and Purchaser, nor will any claim made by the Purchaser entitle the Purchaser to reject any goods supplied and treat the contract as repudiated and any remedy of the Purchaser shall be in damages only as hereinafter provided.
7. FORCE MAJEURE
7.1 In the event of any act of God, outbreak of war either general or local, riot or other civil commotion, strike lock-out or act or decree of any government or any other matter or thing beyond reasonable control of the Seller, the Seller:
7.2 Shall not be liable for any injury or damage of any kind thereby caused or resulting therefrom; and
7.3 May at the sole discretion of the Seller withdraw wholly or in part from the contract without any liability whatsoever. The construction validity and performance of this contract shall be governed by the laws of England and all disputes which may arise under out of or in connection with or in relation to this contact shall be subject to the jurisdiction of the courts of England.