TERMS AND CONDITIONS OF SALE
“Buyer” means the buyer of Good or Services from the Company (which may be either a Retail Customer, or a Trade Customer);
“Company” means Imperial Koi & Construction Ltd;
“Contract” means a legally binding contract between the Company and the Buyer for the sale and purchase of Goods and/or Services order pursuant to these Conditions;
“Dry Goods” means all goods sold by the Company other than Livestock;
“Goods” mean Livestock and/or Dry Goods
“Conditions” means the terms and condition of sale set out in this document
“Livestock” means fish and plants;
“Retail” Customer means a person dealing as a consumer as defined in s.12 of the Unfair Contract Terms Act 1977;
“Trade Customer” means any buyer which is not a retail customer;
“Services” means any services carried out by the Company for the buyer
2 Basis of Sale
2.1 Except as otherwise expressly agreed in writing by the Company, these conditions (as may be varied from time to time by the Company) shall apply to all contracts between the Company and the Buyer for the sale and purchase of Goods and/or services, to the exclusion of all others.
2.2 The Company recommends that all Buyers Quarantine new Livestock for an appropriate period of time in order to ensure proper integration of the Livestock into their new environment and to minimise the risk of cross-contamination.
3.1 No order submitted by the Buyer shall be accepted or deemed accepted by the Company unless and until confirmed by acknowledgement by the Company or by delivery of the Goods or performance of the Service. Any quotation and any price list published by the Company may be varied, withdrawn or cancelled by the Company at any time prior to acceptance.
4.1 Prices for the Goods or Services and where appropriate for packing and delivery, shall be the Company’s current list prices at the time at which the price is paid or the invoice is issued, or such other prices agreed by the Company.
5.1 Delivery of the Goods shall be made by the Buyer collecting the Goods from the Company’s premises (or other location) or, where the company has agreed to arrange transport of the Goods to the Buyer, by the Company delivering the Goods to the Buyer or an appropriate carrier.
5.2 The Company shall make all reasonable effort to adhere to dates for delivery, but shall not be responsible for delays or non-performance which are beyond the Company’s control. The Company shall not be liable for loss or damage which may result from late delivery or performance.
5.3 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of collection or delivery or, if the Buyer fails to take delivery of the Goods, at the time delivery is tendered.
6 Payment Terms
6.1 Unless otherwise agreed by the Company, payment for Livestock and Dry Goods must be by cash, guaranteed cheque or credit or debit card on collection or, where the Company arranges delivery, by credit or debit card at the time of order. Where credit terms have been agreed, payment for Goods and Services shall be made no later than 30 days from invoice date.
6.2 The Company shall be entitled to charge interest upon any amount remaining unpaid after the due date, at the rate of 5% per annum above Bank of England base rate, from the time payment became due to the time payment is received in full.
6.3 If the Buyer fails to make payment in full by the due date, the Company shall be entitled to cancel the contract or suspend further deliveries to the Buyer and the Company shall not be liable for any loss, damage, claims, liabilities, cost or expenses incurred by the Buyer as a result of any such cancellation or suspension.
7 Force Majeure
7.1 The Company shall not be liable to the buyer or deemed to be in breach of contract by reason of any delay in performing or failure to perform any of the Company’s obligations if the delay or failure is due to any cause beyond the Company’s reasonable control.
8 Storage of Goods
8.1 The Company takes all reasonable measures and precautions to insure the Buyers Goods are stored and carried for in the proper manner. However the company shall not be liable for any loss or damage to goods whilst stored by the Company the risk is passed to the buyer.
8.2 The Buyer must collect his Goods from the Company no later than the pre-arranged date with the Company and Buyer. If the Buyer fails to collect the Goods on the pre-arrange date the Company will charge the Buyer for loss of retail space, profit and additional storage.
8.3 The Buyer can inspect the Goods stored at any time within the Company’s opening hours.
8.4 The Buyer must pay all cost to the Company for the storage of the Buyers goods upon collection/or delivery.
9 Title and property
9.1 Notwithstanding delivery and passing of risk in the Goods, or any other provision in these Conditions, Goods shall remain the absolute property of the Company until the Company has received in cash or cleared funds payment in full of the price of the goods and services, plus any VAT and all other sums whatsoever which are due from the Buyer to the Company including any interest thereon. Notwithstanding such retention of title the Company shall be entitled to maintain an action for the price of the Goods as soon as payment falls due.
9.2 Until such time as full legal title passes to the Buyer, the Buyer acknowledges that it is in possession of the Goods solely as the Company’s fiduciary agent and bailee and shall:
(a) Keep the Goods on its premises separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property and shall not alter, add to or modify the Goods or any marking or identification on them and shall maintain them in good condition, and:
(b) Keep the Goods free from any charge, lien or other encumbrance.
9.3 If payment of the Goods and/or Services under any contract between the Company and the Buyer is overdue in whole or in part, the Company (without prejudice to any other rights) may retake possession of and/or resell any Goods the title to which it has by these Conditions retained and apply the proceeds of the sale to satisfy the Buyer’s debt to the Company and the Buyer, upon request of the Company, allow the Company/its servants and agents during normal working hours to enter any premises where the Goods are for the purpose of recovering possession of such Goods.
10 Insolvency of Buyer
10.1 Notwithstanding any other agreement as to the terms of payment, the total price shall become due and payable and the Company shall have the right to forthwith terminate the contract with the Buyer (without prejudice to any of its other rights) if the Buyer becomes of threatens to become bankrupt or a petition of bankruptcy is presented against the Buyer, or the Buyer ceases or threatens to cease to carry on business or enters into any negotiations for arrangements or composition with its creditors or becomes insolvent, if a petition is presented for an administration order or if a petition is presented or a resolution is proposed to wind-up the Buyer, or if a receiver of its assets or undertakings or part thereof is appointed or if any distress or execution is levied on the Buyer.
10.2 Upon termination of the contract pursuant to Condition 10.1 the Company shall have such right of repossession and resale as are set out in Condition 9.3.
11.1 The Company takes all reasonable measures and precautions to ensure that the Livestock it supplies is free from disease. However, all Livestock carries with it the risk of latent defects existing which do not become apparent until after sale/delivery. As a result the Company is unable to give any warranties as to the satisfactory quality of any Livestock.
11.2 The Company limits its liability under these Conditions, whether such liability arises in contract, tort (including without limitation negligence), statute or otherwise as follows:
(a) The Company shall not be liable for loss of business, use, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings, consequential, special or indirect loss or damage, even if the Company has been advised of the possibility of such loss or damage.
11.3 Nothing in these Conditions excludes or limits liability for death or personal injury caused by any party’s negligence, fraudulent misrepresentation, the statutory rights of Retail Customers or any other type of liability which cannot by law be excluded or limited.
12.1 If within a period of 10 days from the date of delivery of the Goods and/or performance of Service, any of the delivered Goods and/or Services and proved to the reasonable satisfaction of the Company to be defective, the Company will at its option, replace the Goods and/or Service, free of charge or refund the price of the Goods and/or Services.
12.2 The Company’s obligation in Condition 12.1 above will not apply where:-
(a) The price has not been paid for the Goods and /or Services by the date of the complaint; or
(b) Where the Buyer has treated the Livestock in any manner which is inconsistent with any care instructed by the Company.
The Buyer hereby undertakes not at any time to divulge any of the terms of the contract or use any information in relation to the Company’s business or any other information received from the Company in relation to the Contract of a confidential or proprietary nature other than for the purpose expressly envisaged by these Conditions.
14. Entire Agreement
14.1 These Conditions and the documents referred to therein, represent the entire agreement between the parties relating to the sale and purchase of Goods and /or Services and supersede all previous agreements, arrangements and understandings between the parties relating to the sale and purchase of the Goods and/or Services.
14.2 The Buyer acknowledges that in entering into the Contract, it places no reliance on any representation, warranty or other than as expressly set out in these Conditions.
14.3 Neither party shall have any liability or remedy in respect of any representation or warranty or other statement being false, inaccurate and/or incomplete unless it was made fraudulently or is contained in these Conditions.
15 Contracts (Rights of Third Parties) Act 1999
15.1 Any person or entity which is not expressly a party to the Contract shall have no right under the Contract (Right of Third Parties) Act 1999 (“Act”) to enforce any term of the Contract and the provisions of the Act shall be expressly excluded from the Contract.
16 Law and Jurisdiction
16.1 The Contract shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts.