In these conditions the following expressions have meanings respectively shown against them: the seller is Phoenix Agricultural Limited: the buyer is the person, firm or corporation whose name and address appear on the order invoice of sale or other document: the goods are the goods described on the order invoice bill of sale or other document.
2. Exclusion of certain conditions
Unless otherwise agreed in writing by the seller these conditions which supersede any earlier sets of conditions appearing in seller’s catalogues or elsewhere shall override any terms or conditions stipulated, incorporated or referred to by the buyer whether in the order or in any negotiations and all guarantees or warranties or conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute common law or otherwise are excluded and hereby negatived.
All quotations are strictly net cash against invoice unless otherwise stated and are exclusive of Value Added Tax or any similar taxes levies or duties.
4. Goods supplied to specification
All parts listed are supplied to fit the machine indicated and are not sold as genuine parts. The goods are supplied in accordance with our catalogues, the specification (if any) submitted to the buyer and any additions and alterations shall be subject to extra charge. Any parts not specified shall be accordance with the sellers printed catalogue or the catalogues of the sellers suppliers (subject to any modifications made since publication). If the seller adopts any changes in construction or design of the goods or the specification thereof, the buyer shall accept the goods so changed in fulfilment of the order.
The quoted price for the goods may be varied by additions upwards by the seller in accordance with market conditions at the date of actual supply and the buyer shall pay such additions in addition to the quoted price. Without prejudice to the generality of the foregoing market conditions shall include any increase in the cost in labour and/or materials operation and/or transport.
The seller will (except where alternative arrangements are made with the buyer) deliver the goods to the place nominated by the buyer on the order form. The price quoted to the buyer is ex-depot and a charge for delivery will be made (subject to condition 5 hereof).
7. Time for delivery
Any time or date named by the seller for delivery is given and intended as an estimate only and the seller shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
8. Buyer to accept delivery
Delivery shall be taken by the buyer within the period (if any) named in the quotation or order and such full details as may be necessary (or required by the seller) to enable the seller to complete delivery within such period shall be supplied by the buyer. If for any reason the buyer is unable to accept delivery for the goods at the time when the goods are due and ready for delivery the seller shall if its storage facilities permit store the goods and take all reasonable steps to prevent their deterioration until their actual delivery and the buyer shall be liable to the seller for the reasonable cost (including insurance) of its doing so. This provision shall be in addition to not in substitution of any other payment or damages for which the buyer may become liable in respect of his failure to take delivery at the appropriate date.
9. Replacement of faulty goods
9a) Subject as is hereinafter provided the seller will replace at its own cost all goods of its own manufacture which are or become faulty by reason only of the use of defective materials or by reason of defective workmanship within a period of 12 calendar months from the date of supply provided that the buyer has notified the seller in writing of the fault in that period but the seller will not be liable for any damage or injury (weather direct or indirect) caused to the buyer or the person’s authorised or permitted by him to operate use or come in contact with the goods or to animal’s goods produce or other property due to such faults or defects.
9b) The seller shall not be liable to replace or repair free of charge any goods not manufactured by it which are or become faulty by reason of defective materials or by reason of defective workmanship and the seller will not be liable for any damage or injury (weather direct or indirect) caused to the buyer or persons authorised or permitted by him to operate use or come into contact with goods or to animals goods produce or other property due to such faults or defects but in the event that any such goods are supplied to the seller with the benefit of any such guarantees or warranties given by the manufacturers then, so far as it legally can, the seller will use it’s best endeavours to pass on the benefit of such guarantees or warrantees to the buyer.
The seller’s liability under clause 9a or 9b or these conditions shall cease if: (a) The buyer shall not have paid in full all invoices for goods supplied by the seller; (b) The seller’s representatives are denied full and free right of access to the goods; (c) The buyer permits persons other than the seller or those approved or authorised by the seller to effect any replacement of parts maintenance adjustment or repairs to the goods; (d) The buyer uses any spare parts or replacements not manufactured by or on behalf of the seller and supplied by it or fails to follow the seller’s and/or the actual manufacturer’s instructions for the use of the same
10. Goods damaged or lost in transit
The seller will repair or replace (where actual replacement is possible but not otherwise) free of charge goods damaged or lost in transit where such goods are transported by the seller or its contractor or agent provided the buyer gives the seller written notification of such damage or loss within such time as will enable the seller to comply with the carrier’s conditions of carriage within seven days from the date of despatch, as affecting loss or damage in transit.
11. Collection of goods for return
Where the company had agreed to uplift goods under Clause 9 or Clause 10 of these conditions or for any other reason the buyer will make such goods ready and available for collection. Where goods have been correctly supplied, a handling charge will be made. Where goods are not made ready or the goods are not available for collection when called for a charge will be raised for each and every abortive journey made
12. Goods specially ordered
Any item obtained and/or supplied against the specific order of the buyer which does not appear on the Phoenix Agricultural site cannot be returned for credit
If the buyer shall make default in or commit any breach of any of his obligations to the seller or if any distress or execution shall be levied upon the buyer his property or assets or if he (the buyer) shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy, or it any petition or receiving order in bankruptcy shall be presented or made against him, or if the buyer shall be a limited company and any resolution or resolution to wind up such company’s business shall be passed or presented otherwise then for reconstruction or amalgamation, or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed the seller shall have the right forthwith to determine any order subsisting and upon written notice of such determination being posted by if to the buyer’s last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right the seller might otherwise make or exercise.
14. Suspension of deliveries
Should default be made by the buyer in paying any sum due under any order as and when if becomes due the seller shall have the right either to suspend all further deliveries until the default be made good or to cancel the order so fur us any goods remain to be delivered thereunder.
15. Partial completion
In the case of partial completion of an order, the seller shall be entitled to a quantum meruit in respect of all work done by it without prejudice to its rights should non-completion be occasioned by the buyer.
16. Force majeur
In the event of war invasion act of foreign enemy hostilities (whether war has been declared or not) civil war rebellion revolution insurrection or military or usurped power the seller shall be relieved of liabilities incurred under this contract wherever and to the extent to which the fulfilment of such obligations is prevented frustrated or impeded as a consequence of any such event or by any statute rules regulations orders or requisitions issued by any government department council or other duly constituted authority or from strikes lockouts break- down of plant or any other causes (whether or not of a like nature) beyond the sellers control.
The seller reserves the right to sub-contract the fulfilment of the order (including any installation (or any part thereof).
18. Law applicable
The conditions and the contracts shall be subject to and construed in accordance with English law.
19. Retention of title
19a) Notwithstanding delivery of the goods or any of them and the passing of risk in respect of them to the buyer upon delivery title to the goods (in their unmixed state weather or not the goods have been transformed into a different shape) shall not pass from the seller to the buyer unless and until the buyer has paid to the seller the price & any other sums due in respect of the goods.
19b) Pending such payment and passing of title it is hereby agreed and acknowledged as follows (a) The buyer shall hold the goods on behalf of and to the order of the seller and shall accept delivery and be is possession of them only in such capacity and on and subject to the terms and conditions herein contained. (b) The buyer shall take all reasonable care of the goods and shall be solely accountable to the seller for any loss or damage suffered in respect of them whilst the same are in his possession or under his control. (c) The buyer shall at all times store the goods in such a manner as shall facilitate identification of them. (d) The buyer shall hold the proceeds of any resale of the goods on behalf of the seller and retain such proceeds separately and account to the seller thereof.
19c) The buyer hereby grants the seller a right of entry to his premises for the purpose of taking possession of and removing goods in which property remains in the seller.
19d) In the event of a trustee in bankruptcy a receiver or a liquidator being appointed in respect of the buyer then in any such case the buyer shall ensure that such trustee in bankruptcy receiver or liquidator is made fully aware of and shall respect and hold the goods or the proceeds of resale (as the case may be) subject to the sellers rights of retention of title and otherwise as expressly reserved hereunder.
20. Drawings etc.
Drawings illustrations descriptive matter specifications weights dimensions or other particulars appearing in any document issued by the seller are approximate and subject to modification.