(a) In these terms and conditions Passion Ag Global Ltd is hereinafter referred to as “the Company” and the person, firm or company purchasing or intending to purchase from the Company is hereinafter referred to as “the Purchaser”
(b) All goods are sold or supplied by the Company to the Purchaser solely on these terms and conditions or as may be amended in writing by the Company from time to time. Previous dealings between the Company and the Purchaser or any other customer shall not vary or replace these terms and conditions and any provisions in the Purchaser’s Order Form or other documents which conflict or modify or are in addition to the Company’s terms and conditions shall be excluded from the Contract unless otherwise expressly agreed by the Company in writing.
(c) Acceptance of delivery of goods from the Company or in the case of a f.o.b. or c.i.f. contract acceptance of the shipping documents from the Company shall be conclusive evidence before any court or arbitrator that these terms apply.
(a) The Company shall not be liable for any delay or for any consequence of any delay in the delivery of any goods if such delay shall be due to fire, strike, lockout, dispute with workmen, flood, storm, accident, delay in transport, default of any sub-contractor, inability to obtain materials, embargo, act, demand or requirement of any government or any government department or local authority or as a consequence of war, civil commotion, hostilities or any other cause whatsoever beyond the Company’s reasonable control. If any such delay occurs then (unless the cause thereof shall frustrate or render impossible or illegal the performance of this Contract or shall otherwise discharge the same) the Company shall be entitled
(i) to extend the period for performing its obligations by such period (not limited to the length of the delay) as the Company may reasonably require to complete the performance of its obligations; or
(ii) to cancel wholly or in part the undelivered balance of the Contract by giving the Purchaser written notice without prejudice in any case to the rights of the Company to recover all monies then due and owing in respect of deliveries already made
(b) Each delivery shall be considered to be the subject of a separate Contract which shall be subject to these terms and conditions and failure to make any one delivery shall not vitiate the Contracts as to others. Any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for, without reference to and notwithstanding any defect of default in delivery of any other instalment
Where the Purchaser is unable to accept delivery of all or any of the goods within seven days after notification that they are ready for delivery it shall find and pay for suitable storage, maintenance and fire insurance PROVIDED THAT if the Company’s facilities permit it will at the Purchaser’s written request store the goods at the Purchaser’s risk for which a reasonable charge shall be made to the Purchaser AND FURTHERMORE the purchase price of the goods shall be paid as if they have been delivered to the Purchaser
4. TERMS OF PAYMENT
Should the Purchaser fail to make each payment in accordance with this Contract or commit any act of bankruptcy or make any arrangements with its creditors or if a receiver is appointed of any part of the Purchaser’s assets then, without prejudice to any other rights of the Company under this Contract, the Company shall thenceforth be entitled to payment of cash for all further goods under the Contract before delivery or may at the Company’s option cancel the Contract.
5. PASSING OF RISK
(a) Where it is agreed between the Company and the Purchaser that the Company shall deliver the goods to the Purchaser’s plant or warehouse or into storage or otherwise to its order the goods shall be at the sole risk of the Purchaser from the time that the same are delivered as aforesaid whether accepted by the Purchaser or not and where the Purchaser is unable to accept delivery of all or any part of the goods within seven days after notification that they are ready for delivery the said risk shall pass to the Purchaser at the expiry of such seven day period. The price quoted for the goods shall include all expenses up to and including delivery as aforesaid and it shall be the responsibility of the Company to obtain such export or import licence as may be necessary
(b) Where goods are sold f.o.b. the goods or any part thereof shall be at the sole risk of the Purchaser immediately they are delivered on board the ship specified in the Contract or named by the Purchaser or if the Purchaser fails to name an effective ship then they shall be at the sole risk of the Purchaser immediately they are delivered by the Company into storage. The price quoted where goods are sold f.o.b. includes all expenses up to and including delivery on board the named ship or into storage as specified above but thereafter all expenses including freight, export duties and import duties shall be the responsibility of the Purchaser. The Company shall be under no duty to give the Purchaser the notice specified in Section 32(3) of the Sale of Goods Act 1979
(c) Where goods are sold c.i.f. the goods or any part thereof shall be at the sole risk of the Purchaser immediately from the time of shipment of the goods. The price quoted where goods are sold c.i.f. includes putting the goods on board, procuring the contract of carriage and arranging insurance upon the terms current in the trade which will be available for the benefit of the Purchaser.
(d) Where goods are sold f.o.b. or c.i.f. it shall be the responsibility of the Purchaser to obtain such export or import licence as may be necessary.
(a) Notwithstanding any agreed terms of payment and notwithstanding that risk may already have passed all goods sold or supplied by the Company whether f.o.b. or c.i.f. or otherwise shall remain the sole and exclusive property of the Company as legal and equitable owner until such time as the Purchaser shall have paid to the Company the whole of the agreed price and the Company hereby reserves the right of disposal of such goods until such payment has been made. The Purchaser acknowledges that it is in possession of the goods solely as bailee for the Company until such time as the full price thereof is paid to the Company.
(b) If goods which are the property of the Company are mixed with goods which are the property of the Purchaser or are processed with or incorporated therein the product thereof shall become or shall be deemed to the sole and exclusive property of the Company but if goods which are the property of the Company are mixed with goods which are the property of any party other than the Purchaser or are processed with or incorporated therein the product thereof shall become or shall be deemed to be owned in common with that other party
(c) The Purchaser is required to store all such goods which are the sole and exclusive property of the Company or are the common property of the Company and some other party in such a way that they are clearly the property of the Company or of the Company and that other party as appropriate
(d) The Purchaser shall be at liberty to agree to sell on in the ordinary course of his business any goods of the Company on the express condition that the Purchaser shall sell as the agent or bailee of the Company whether the Purchaser sells on its own account or not and that the entire proceeds of sale thereof are held in trust for the Company and shall at all times be identified as the Company’s monies. If the Purchaser has not received the proceeds of such sale it will if called upon so to do by the Company within seven days thereof assign to the company all rights against the party to whom the goods have been supplied.
7. DAMAGE OR LOSS IN TRANSIT
Where goods are damaged or lost in transit before risk has passed to the Purchaser the Company will in its sole discretion replace them free of charge PROVIDED THAT:
(i) in the case of damage or loss or non-delivery of any separate part of the consignment the carrier’s receipt is signed “unexamined” and the Company and the carrier received written notification from the Purchaser within three days of the date of delivery of the consignment or part thereof
(ii) in the case of non-delivery of the whole consignment the Company and the carrier receive written notification within ten days of the date of dispatch as shown on the relative advice note
8. QUANTITY AND QUALITY
(a) The goods supplied shall be as specified in the Company’s Quotation or Tender unless the Order received specifically changes the quantity or quality set out in the Quotation or Tender and the Company has confirmed in writing its agreement to any such change. The Company gives no guarantee or warranty as to the suitability of the goods for any specific application or purpose notwithstanding that such application or purpose may be known or made known to the Company and no condition or warranty contained in the Purchaser’s Order Form or made orally by any of the Company’s employees shall be considered as varying or overriding the above (
b) The Purchaser shall inspect the goods immediately on the arrival thereof and shall within three days of such inspection give notice in writing to the Company of any matter by reason whereof it alleges that the goods are not in accordance with the Contract PROVIDED THAT if the Purchaser shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the Contract and the Purchaser shall be deemed to have accepted the same
If at any time any question, dispute or difference whatsoever shall arise between the Purchaser and the Company upon or in relation to or in connection with any Contract which is subject to these terms and conditions either party may give to the other notice in writing of the existence of such a question, dispute or difference and the same shall be referred or submitted to the arbitration of two Arbitrators (one to be appointed by each party) who shall appoint an Umpire immediately after they are themselves appointed. The submission shall be deemed to be a submission or arbitration within the meaning of the Arbitration Act 1950 or any statutory modification or re-enactment thereof.
10. APPLICABLE LAW
The Contract entered into between the Company and the Purchaser shall be governed and construed in accordance with the laws of England.