1. Sellers’ Conditions Of Sales To Apply
These conditions of sale shall apply to and govern any contract between B&G Products (“the Seller”) and any person purchasing bags and or pouches (plain or printed), or any form of services from the Seller (“the Buyer’) to the exclusion of any conditions contained on or in any order from letter receipt acknowledgement or other document emanating from the Buyer and no variation of these Conditions shall be effective unless expressly agreed by the Seller in writing.
All prices are subject to market fluctuations and all quotations are given on the basis that the goods or services may be invoiced at the Seller’s prices current at the date of despatch.
Unless otherwise agreed in writing and subject to clause 6
(a) the Buyer shall be bound to accept goods ordered by him on being notified by the Seller that they are ready for delivery or (in the case of packaging) that the packaging is ready to be printed or converted.
(b) If the Buyer fails to take delivery at the time required by the contract the Seller shall be entitled without prejudice to any other rights it may have either to treat the contract as at an end to re-sell goods, or to invoice the goods whereupon payment in full shall become due forthwith and in either case to charge at rates giving an economic return for the handling and storage of goods from the invoice date to the eventual date of delivery to the Buyer or disposal elsewhere as the case may be and the Buyer shall be liable to pay any premiums in respect of the insurance of such goods from the date on which he is notified that the goods are ready for delivery.
(c) If goods are contracted to be delivered by instalments late delivery of one instalment shall not entitle the Buyer to reject any other instalment under the same contract.
(d)(i) any date of delivery given by the Seller to the Buyer shall be an estimate only and while the Seller will endeavor to comply with any such date it shall not be responsible for late delivery.
(ii) without prejudice to the generality of the foregoing the Seller shall not be liable for late delivery or failure to deliver through any cause, which is beyond the control of the Seller.
The Seller cannot guarantee exact quantities in respect of any goods supplied and shall be deemed to have fulfilled its obligation under the Contract by delivery or manufacture of a quality plus or minus ten per cent of the quantity specified in the Contract and the “Buyer” shall pay the Contract rate for the actual quantity delivered.
5. Retention Of Title
Goods which are the subject of an agreement for sale by the Seller shall remain the sole and absolute property of the Seller as legal and equitable owner until the agreed price for such goods has been received in full for the Seller.
Where payment is effect by cheque the Seller shall not have received payment until that cheque has been honoured and the amount credited to the Seller’s bank account.
Until the property in the goods is vested in the Buyer in accordance with (a) above, the Buyer shall store separately and mark the goods so that they are readily identifiable as the property of the Seiler and hold the goods as agent for the Seller.
Until otherwise notified by the Seller pursuant to sub-clause (e) below, or until the happening of any of the events set out in sub-clause (f) below: –
(i) the Buyer may use the goods in the normal course of its business, and
(ii) the Buyer may sell the goods as the agent of the Seller in the ordinary course of its business, in which event the Buyer shall hold the proceeds of the sale upon trust for the Seller and shall cause such proceeds to be paid into a separate bank account if within 7 days of such sub-sale the Buyer has not received the proceeds of such sale, the Buyer will if requested to do so assign to the Seller all rights it may have against the sub purchaser.
No failure or delay on the part of the Seller to require compliance by the Buyer of its obligation hereunder shall operate as a waiver thereof
(e) The Seller shall be entitled to serve notice on the Buyer indicating its intention to retake repossession of its goods and/or terminating the Buyer’s authority to use or sell the goods under sub-clause (d) above if the Buyer is in breach of the payment terms under this contract or if the Seller reasonably considers that its property is in jeopardy. On receipt of such notice from the Seller or on the happening of any of the events set out in sub-clause (f) below:
(i) the Buyer’s authority to use or sell the goods shall forthwith cease , and
(ii) all goods which are the property of the Seller shall be immediately delivered to the Seller, and the Seller by its employees or agents shall have the right to enter upon any land, buildings or vehicles of the Buyer to take the possession shall be payable by the Buyer.
(f) The events referred to in sub-clauses (d) and (e) are:
(i) any notice to the Buyer that a Receiver, Manager or Administrator is to be or has been appointed over, or if any encumbrancer shall take possession of, all or any part of its assets;
(ii) any notice to the Buyer that a petition to wind up or other process to liquidate the Buyer is to be or has been presented or issued or the passing of a resolution to wind up the Buyer (save for the purpose of a bona fide reconstruction or amalgamation);
(iii) a decision by the Buyer that the Buyer intends to make an arrangement with its creditors or to stop payment or cease or threaten to cease business or a major part thereof;
(iv) any distress execution or other process is levied or enforced upon or sued out against any chattels or property of the Buyer;
the inability of the Buyer to pay its debts.
(v) The commission by the Buyer of any act of Bankruptcy as defined by Section 1 of the Bankruptcy Act 1914 or any statutory re-enactment or modification thereof.
6. Limitation Of Seller’s Liability
(a) In any case where it is established that there has been a short delivery or a failure to deliver the goods or that the goods have been damaged (whether wholly or in part) prior to delivery the Seller will replace them or where the goods have been damaged accept their return and credit the Buyer with the price thereof that:
(i) any complaint by the Buyer or short delivery or of damage to the goods shall have been notified in writing to the Seller within 14 days of the receipt of the goods.
(ii) any complaint by the Buyer or failure to deliver shall have been so notified within 10 days of the receipt by the Buyer of the invoice or advice of despatch whichever is the earlier
(b) In any case where it is established by the seller that when delivered the goods contained some defect in quality or did not correspond with sample or description or that services were performed negligently and, as a result, any goods supplied were not fit for the Buyer’s purpose the Seller will:
(i) accept the returns of the goods and replace the relevant goods without further charge; or
(ii) accept the return of the goods and credit the Buyer with the price thereof.
(c) Save as aforesaid the Seller will not be liable to the Buyer for any loss or damage suffered as a result of the events or for any of the reasons referred to in paragraphs (a) and (b) of this Condition and without prejudice to the generality of the foregoing any implied term, condition or warranty statutory or otherwise as to the quality of the goods sold or their fitness for any particular purpose or as to their correspondence with any description or sample is hereby excluded.
(d) The Seller shall not be bound by any warranty or representation given by or made
on its behalf unless specifically stated in writing to be incorporated in the contract.
7. Consequential Loss
Without prejudice to the generality of the foregoing provisions, the Seller shall not in any event be liable to the Buyer for any indirect or consequential loss or damage.
Unless otherwise agreed between the Seller and the Buyer in writing goods must be paid for no later than the last working day of the month following the date of invoice. The Seller reserves the right to charge interest at the rate of 3% per annum over the base rate published by the Bank of England.
9. Seller’s Right Of Rescission
The Seller shall have the option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to rescind any contract between the Seller and the Buyer or to suspend delivery in the following events:
(a) should any sum owing by the Buyer to the Seller be overdue whether under the same or any other contract.
(b) should the Buyer be in breach of any terms of the same or any other contract with the Seller.
(c) should the Buyer enter into any composition or arrangement with or for the benefit of its creditors, or have a receiving order in bankruptcy made against him (if a corporate body) should it go into liquidation either voluntary or compulsory or under supervision or have a Receiver appointed over all or any of its assets.
10. Forbearable By Seller
No forebearable or indulgence by the Seller shown or granted to a Buyer whether in respect of these Standard Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be taken as a waiver of any of these standard conditions.
11. Force Majeure
The Company shall not be liable for failing to perform the contract whether wholly or in part of the failure is caused wholly or party by any circumstances or circumstances outside the Company’s control.
12. Health & Safety At Work Act
Insofar as the Seller is under a duty pursuant to S.6 of the Health & Safety at Work Act 1974 in respect of the design manufacture and supply of an article for use at work the Buyer shall be deemed to have been afforded by the Seller reasonable opportunity for the testing and examination of goods or materials prior to the delivery to the Buyer in respect of their safety and any risk to health and the Buyer shall be deemed to have been afforded by the Seller adequate information about the goods and materials in respect of the use for which they are designed and have been tested and of any conditions necessary to ensure that when put to use they will be sage and without risk to health whether or not the said information has been requested by the Buyer.
Any agreement incorporating these Conditions shall be governed by English law.