The following conditions apply to the sale of goods supplied, repaired or serviced by Southgate Packaging Ltd (hereinafter called ‘the Company’). These conditions supersede any earlier conditions of the Company. No alteration or addition to, nor exclusion of any part of these conditions shall be applicable unless agreed in writing by a director of the Company. The Buyer acknowledges it has not relied on any statement, promise or representation about the goods made by or on behalf of the Company which is not set out in the Contract (nothing in this condition shall exclude any liability on the part of the Company for fraudulent misrepresentation).
The word ‘Buyer’ shall include buyer, borrower, hirer, lessee owner or any other person who is in charge of goods. The word ‘goods’ shall include equipment including spare parts and other items supplied, serviced, repairs, loaned or hired by the Company. The term ‘Force Majeure’ means war, hostilities (whether war be declared or not) invasion, act of foreign enemies, riot, terrorism, civil commotion or disorder, any form of government intervention, strikes and lockouts relevant to the contract, delays by sub-contractors or suppliers, any other circumstance beyond the reasonable control of either party.
Prices and Terms of Payment
Charges for goods or services supplied shall be paid in full on or before delivery or completion unless the Buyer has an account with the Company. Where the Buyer has an account, payment shall be made within 30 days of the end of the month following the invoice date, unless other terms have been agreed by a director of the Company. If payment is delayed, the Company reserves the right to charge interest monies outstanding at the rate of 5% above base lending rate of Barclays Bank Plc per month or part month.
The Company may close the Buyer’s account at any time at its discretion.
Should it be necessary for the Company Debt Collector to be instructed a surcharge of £35 will be incurred which will be added to the outstanding debt at that time.
Risk and Legal Ownership
The goods are at the risk of the Buyer from the time of delivery.
- Ownership of the goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
- the goods; and
- all other sums which are or which become due to the Company from the Buyer on any account
- Until ownership of the goods has passed to the Buyer, the Buyer shall:
- hold the goods on a fiduciary basis as the Company's bailee;
- store the goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; and
- maintain the goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company
- On request the Buyer shall produce the policy of insurance to the Company
- The Buyer may resell the goods before ownership has passed to it solely on the following conditions:
- any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
- any such sale shall be a sale of the Company's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale
- The Buyer's right to possession of the goods shall terminate immediately if:
- the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
- the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
- the Buyer encumbers or in any way charges any of the goods
- The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Company.
- The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
- Where the Company is unable to determine whether any goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
- On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition shall remain in effect.
Specification of Goods: Defects
It is the responsibility of the Buyer to examine the goods for defects in materials and/or workmanship that are likely to cause damage or injury. Illustrations, descriptions, weights and measurements are to be taken as a guide only and do not form part of the Contract, and this is not a sale by sample. The Company reserves the right, without notice and without affecting the validity of the contract, to make such changes in materials, dimensions and design as are reasonable or desirable.