Definitions
In these conditions the following expressions shall have the following meaning:
(a) ‘The Company’ shall mean Lime Stuff Ltd.
(b) ‘The Buyer’ shall mean any person, company, firm or unincorporated association with whom any contract to supply goods shall be made by the Company.
(c) ‘The Goods’ shall mean all products of the Company contracted to be sold by the Company to any Buyer.
Acceptance of any order
All orders shall be deemed to incorporate these conditions of sale as shall any contract or agreement arising there from to the exclusion of any terms inconsistent therewith in any such order contract or agreement unless otherwise agreed by the Company in writing. The Company reserves the right at its option upon giving prompt notice in writing of its intentions to the Buyer not to fulfil any order. If any one or more of these conditions shall be held to be unenforceable or invalid then the remaining conditions shall nonetheless continue to have full force and effect.
Prices
All price lists and quotations are, unless specifically stated, subject to alteration at any time without notice. Orders are accepted on condition that the Goods are invoiced at the price ruling at the date of dispatch unless otherwise agreed in writing by the Company. Any price set out in any quotation, whether verbal or in writing, shall be for the information of the Buyer only and shall not be construed as a representation of the Company. All prices are subject to the rate of VAT current at the date of invoice.
Terms of Payment
(a) Unless otherwise confirmed in writing, payment of the price, together with any VAT applicable shall be made by the Buyer to agreed prices and payment terms.
(b) The price of the Goods shall be due in full to the Company in accordance with the terms of the order and the Buyers shall not be entitled to exercise any set off lien or any similar right or claim.
(c) Without prejudice to any rights it may have, the Company is entitled to charge interest at the current bank base rate per month on all overdue payments of the price of the Goods or the price of any instalments thereof.
Deliveries
(a) The Company’s estimate of times for delivery must be regarded as approximate only. Whilst every effort will be made to avoid delay, the Company will accept no liability for any direct or indirect loss arising from such delays.
(b) Where the Goods are handed to a carrier for carriage to the Buyer or to a United Kingdom port for export, any such carrier shall be deemed to be the agent of the Company and not the Buyer for all purposes.
(c) Where the Goods are sold FOB, the responsibility of the Company shall cease immediately the Goods are placed on board ship and the Company shall be under no obligation to give the Buyer the notice specified in Section 32 (3) of the Sale of Goods Act 1979.
(d) No liability for non-delivery, partial loss or damage to the Goods occurring prior to delivery, or where the Goods are not in accordance with the contract, will attach to the Company, unless claims to that effect are notified in writing by the Buyer to the Company (with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods); (1) within seven days of delivery for partial loss, damage or non-compliance with the contract or (2) within 14 days of the date of the invoice for non-delivery.
(e) In the event of a valid claim for non-delivery, partial loss, damage or non-compliance with the contract, the Company undertakes at its option either to re-process or replace the Goods at its expense, but the Company shall not be under any further or other liability to any party in connection with such non-delivery, partial loss, damage or non-compliance.
(f) If the Buyer fails to give notice in accordance with Condition 5 (c) above the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly.
(g) Without prejudice to any rights it may have the Company may withhold delivery of the Goods or any instalment thereof it is has reasonable grounds for doubting the Buyer’s ability to pay the price thereof.
Packing
(a) The Company undertakes to ensure that Goods are adequately packed where necessary to prevent damage but the Company shall be under no liability for any packing which is deemed ineffective.
(b) An extra charge for any special packing required for export orders or in accordance with Buyers specific requirements will be made.
Passing of Risk
From the time of dispatch the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and safekeeping and shall indemnify the Company for any loss or damage thereby sustained.
Passing of Title
Notwithstanding any agreed terms of payment for Goods are sold and delivered on condition that the ownership of them shall not pass to the Buyer until they are fully paid for and the Company shall be at liberty in its discretion to cancel the contract and remove the Goods if the price be not paid at the times and in the manner stipulated and to recover damages from the Buyer in respect of the loss and damage suffered as a result of the Buyer’s failure to complete the contract and any instalments of purchase money which may have been paid shall be retained by the Company against those damages. Until the moment of full payment of the amount which the Buyer owes the Company in respect of the said Goods delivered sold or contracted to be sold the Buyer shall keep the Goods for the Company in his capacity as fiduciary owner and if required shall store the Goods in such a way that they can be recognised as such. The entries in the books of accounts maintained by the Company shall be conclusive evidence of such indebtedness.
Defective Goods
(a) In the case of Goods of the Company’s manufacture the Company undertakes for a period of two months following delivery of the Goods at its discretion to supply free of charge a replacement of the goods in which a substantial proven defect in the material or workmanship appears within four weeks of delivery at the place of delivery specified by the Buyer for the original Goods provided in any case that the Goods have been accepted and paid for.
(b) In the case of Goods not of the Company’s manufacture the Company will pass on to the Buyer any benefits obtainable under any warranty given by the Company’s supplier provided that the Goods have been accepted and paid for.
(c) The rights given to the Buyer in sub-clause (a) and (b) above shall be in substitution for all or any other rights which the buyer would or might have had but for these conditions.
(d) In order to exercise its rights under sub-clause (a) above the Buyer shall inform the Company within 28 days of the date when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods carriage to the Company.
(e) Nothing herein shall impose any liability upon the Company in respect of any defects in the Goods arising out of the acts omissions negligence or default of the Buyer, its servants or agents, including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendation of the Company as to storage and handling of the Goods.
(f) Where the Goods are for delivery by instalments for foregoing shall not be grounds for cancellation of the remainder of the instalments and the Buyer shall be bound to accept delivery thereof.
Limitation of Liability
The liability of the Company to the Buyer for any loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the cost of the Goods.
Defaults or Insolvency
The Company has the right to cancel any deliveries in any cases of the Buyer’s default in payment breach of agreement, bankruptcy or in the case of a limited company, the appointment of a Receiver or commencement of liquidation other than of amalgamation or reconstruction purposes but save as aforesaid orders may not be cancelled except by agreement in writing signed by both parties.
Force Majeure
Without prejudice to the generality of any previous exclusion or limitation of liability the Company shall not be liable for any failure to fulfil any terms of any transactions governed by these conditions if fulfilment has been delayed, hindered or prevented by any circumstances whatsoever which are not directly within the Company’s control, and if the Company is able to fulfil some, if not all, of the demand for the Goods the Company may allocate its available supplies amongst its customers, including parent, subsidiary or associated companies, in such a manner as the Company in its absolute discretion considers to be fair.
The Law Governing The Contract
The contract shall in all respects be construed and operated as an English contract governed by English Law and the Buyer shall submit to the jurisdiction of the Courts of England.
