CONDITIONS OF SALE FOLLOWING
Set out below are the Terms and Conditions of Sale (“the terms and conditions”) for all goods purchased by you (“the Purchaser”) from B & H Foods Limited (“the Seller”)
- Application: Unless expressly altered or modified in writing by the Seller the terms and conditions apply to all sales of goods by the Seller to the Purchaser, and on acceptance of an order by the Seller the terms and conditions shall be deemed to be incorporated in, and form part of , the contract of sale.
- Price: Unless specified otherwise all price quoted are exclusive of GST.
All prices quoted are based on current exchange rate, and the cost, at the quotation date, of all raw materials, labour, overhead charges, and other cost items over which the Seller has no direct control, and on latest quotations from subcontractors, manufacturers and suppliers. Any variation in the exchange rate or increase in such cost may be added to the price and will then become payable by the Purchaser.
Quotations are open for acceptance for a period of 30 days from the date of the quotation, or such other period as the Seller specifies, unless earlier withdrawn by the Suppliers.
- Payment: Payment is due on the 20th of the month following the date of invoice (“the due date”), subject to credit application being approved.
In the event that an account is not paid in full by the due date the Seller may charge the Purchaser interest on any overdue amount calculated at 2 % per month from the due date the account is paid in full.
The Purchaser shall pay any expenses, debt recovery and/or legal costs (as between solicitor and client) incurred by the Seller relating to the recovery of any overdue account and /or enforcement or attempted enforcement of the terms and conditions.
The Seller retains the right to withhold deliveries while any account is overdue.
- Risk and Title: The risk in goods supplied by the Seller to the Purchaser shall pass to the Purchaser when the goods are delivered, when the Seller first makes an attempt to deliver if the Purchaser fails to accept the goods, or on the date of a request by the Purchaser to delay delivery, whichever is the earlier.
Title in goods supplied, or to be supplied by the Seller to the Purchaser, and ownership in them, shall not pass to the Purchaser until all amounts owing by the Purchaser to the Seller in respect of those goods and all other goods supplied by the Seller to the Purchaser have been paid in full.
Until title and ownership passes from the Seller to the Purchaser in accordance with the clause above, the Purchaser acknowledges and agrees that the goods are held by the Purchaser in fiduciary capacity as bailee of the Seller. The Purchaser’s fiduciary obligations include, but are not limited to:
- Storing the goods in such a way that the Seller’s goods could be recognised as such if required; and
- If the goods are re-sold by the Purchaser, they are sold as agent for and on behalf of the Seller, and the proceeds of all such re-sales shall be held by the Purchaser as trustee for the Seller.
- The proceeds of any such re-sales be paid into a separate account, and the Purchaser shall account to the Seller from this fund for the full price of the goods.
The Purchaser irrevocably gives the Seller, its agent and servants, leave and licence without the necessity of giving any notice to enter any premises occupied by the Purchaser to search for and remove any goods in which the Seller has retained title and ownership without in any way being liable to the Purchaser or any person claiming through the Purchaser. If the goods or any of them are wholly or partially attached to or incorporated in any other goods, the Seller may where practical disconnect, remove or sever the goods in any way whatsoever as may be necessary to remove the goods.
The Purchaser agrees and acknowledges that the Seller’s rights under this clause constitute a security interest all goods supplied by the Seller to the Purchaser (including after-acquired goods), pursuant to the Personal Property Securities Act 1999(“the PPSA”), and the Purchaser agrees to the Seller registering its security interest in respect of all goods supplied by the Seller to the Purchaser, and the Purchaser shall supply the Sellers with all necessary identifiers and other information to enable registration of the Seller’s security interest under the PPSA.
- Limitation of Liability: Subject only to any mandatory liability or guarantee imposed by statute, and without prejudice to any rights granted thereby to the Purchaser:
- All warranties, descriptions, representations, or conditions, whether implied by law, trade, custom, or otherwise, and whether relating to fitness, merchantability, suitability for purpose, or otherwise, and all specific conditions, even though such conditions may be known to the Seller, are expressly excluded; and
- The Seller shall not be liable in any way whatsoever to the Purchaser or to any third party, whether in tort(including negligence), contract or otherwise, for any loss or damage whatsoever, whether direct indirect special or consequential, and all such liability is expressly excluded; and without limiting the foregoing the Seller will not accept any responsibility whatever for the cost of recall of goods from consumers.
- The liability of the Seller in respect of any order of goods shall in any event be limited to the lesser of the purchase price of the goods complained of , the cost of replacing the defective goods, and the actual loss or damage suffered by the Purchaser.
- The Seller shall not be responsible or liable in any way to the Purchaser for delays or defaults in delivery of the order or any part thereof nor for any direct or consequential loss or damage arising therefrom.
- Claims: Any complaints of damage, short delivery, loss in transit or defects in goods supplied must be made to the Seller within 10 working days of delivery to the Purchaser. The Seller shall have the right in its discretion to repair or replace the goods in respect of which any complaint as aforesaid is made and proven, or to the refund or credit the portion of the purchase price applicable thereto thereby fully discharging all legal liabilities, but the Seller will use its best endeavours to enforce any guarantee or warranty given by the manufacturer of goods supplied and sold by the Seller.
- Variation: These terms and conditions may be varied by notice in writing from an officer of the Seller only.