1. Terms and Conditions
In the following Terms and Conditions “the Company” shall mean Chapman’s Seafoods Ltd and “the Customer” shall mean the person or company placing an order with the Company. “The Goods” means all items supplied inclusive of services by the Company to the Customer. Acceptance of a Contract with the Company shall be conclusive evidence of acceptance of these Terms and Conditions by the Customer.
Neither the employees of the Company nor the employees of the Customer shall have the right to vary these Terms and Conditions unless such variation is in writing and signed by a Director or Principal of both parties.
3. Acceptance and Contracts
- a) Quotations and estimates given by the Company are not offers to sell or supply service. All orders accepted by the Company are subject to the availability of the goods which are subject to the order and or factory capacity.
- b) Contracts will not become binding on the Company until the Company has confirmed that the quantity of goods is available and or factory capacity has been allocated.
While the Company will endeavour to deliver the goods or services by any date or date any period agreed upon, such dates and periods are estimates only given in good faith, and the Company will not be liable for any failure to deliver by such a date or within such a period. Moreover, the Company shall be entitled to defer delivery until any monies due from the Customer have been received.
5. Storage Charges
Once the goods and or services have resulted in the availability of a finished product, these products are available for delivery and or collection from the Company premises. From that time storage of the finished product may be charged at weekly rate at the expense of the Customer. For the purposes of this clause a week commences on a Monday and finishes midnight on a Sunday.
Quality shall be specified at the time when the Contract becomes binding. If it differs from the quality specified in the Contract the Contract shall not be avoided thereby but the Company may in its absolute discretion give an appropriate refund to the Customer.
7. Terms of Payment
- a) Payment shall be due net cash 30 days after delivery, collection or performance of service whichever is the earliest. The time for payment shall be the essence of the Contract.
- b) The following provisions shall apply to all goods or services which under the Contract the Company agrees to supply to the Customer. No failure by the Company to enforce strict compliance by the Customer with such provisions shall constitute a waiver thereof and no termination of the Contract shall prejudice limit or extinguish the Company’s rights under this paragraph.
- i) The risk in the goods shall pass from the Company to the Customer upon delivery of such goods or performance of the service. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the Customer until the Company has received cash or cleared funds in full settlement of the goods or services invoiced under this and all other Contracts between the Customer and the Company for which payment in full settlement has not been received. Payment of the full price of the goods or services shall include the amount of any interest or other sum payable under the terms of the Contract. Until such time the Company shall be entitled to recover the goods or any part thereof and for the purpose of exercising such rights the Company, its employees and or agents may enter upon the Customers premises and any other location where the goods are situated.
- ii) Upon delivery of the goods the Customer shall hold the goods solely as bailee for the Company and must store the goods (at no cost to the Company) in good condition clearly identifiable as the Company’s property.
- iii) The Customer is hereby licensed to sell on the goods.
- iv) The Customer shall maintain all appropriate insurance in respect of the goods from the date or dates on which risk therein passes to Customer.
- v) The licence granted under iii) above shall be terminable forthwith at any time upon written notice by the Company to the Customer.
Interest shall be charged on all accounts which have become due and payable at the rate of 5 % per month (above the Company’s Bankers Base Rate) compounded.
9. Claims and Liability
- a) In the event of it being proved to the Company’s satisfaction that the goods or services supplied by the Company were short when delivered or damaged or that they were not in accordance with the Contract then it will compensate the Customer to the extent of the value of the goods but subject to the following conditions:
- i) The claim is notified in writing by the Customer to the Company within 7 days of delivery, collection of the goods and services.
- ii) The Company shall be given the opportunity to inspect and examine the goods.
- iii) The Customer shall have made the goods available for collection by the Company, its employees or agents.
- b) While goods may be quantified and accepted on the basis of their weight the Company accepts no responsibility for any loss caused by the natural alteration of weight during the period of the Contract.
- c) The Company shall not be liable for any damage or loss of any kind attributable to defects in the goods accepted or deemed to have been accepted by the Customer. The Customer shall keep the Company indemnified against all claims, loss proceedings and expenses arising out of such injury damage or loss.
- d) Save as herein before provided and subject to the provisions of Section 2(i) of the Unfair Contract Terms Act 1977, the Company shall not be liable to the Customer for any damage or any direct or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence of wilful default on the part of its servants or agents in or in connection with the supply of any goods or the design or manufacture thereof or in the carrying out of any work.
10. Force Majeure
The Company shall not be liable for failure to perform the Contract or for the loss or damage of the goods or for any delay if caused by any event beyond the Company’s control.
If the Customer shall fail to make any payment when it becomes due or shall enter into any composition or any arrangement with its creditors or if being an incorporated company shall have an administrative receiver or administrator appointed or shall cease trading or pass resolution for a winding up order or a Court shall make an order to that effect or if there shall be any breach by the Customer of any of the Terms and Conditions hereof the Company may defer or cancel any further scheduled works, deliveries and or collections and treat the Contract of which these Conditions form part as determined but without prejudice to its right to the full purchase price for the goods and services performed and damages for any loss suffered in consequence of such determination.
The Company shall have a general lien on the goods and all property of the Customer within its control for the payments of all debt accrued due or accruing due to it on any account between the Company and Customer and shall be entitled to sell the goods accordingly.
All goods and services sold by the Company are supplied with the benefit of the terms implied by Section 12 of the Sale of Goods Act 1979. Subject thereto and whether or not the Contract is a contract of sale, all other conditions, warranties and other terms expressed or implied, statutory or otherwise, are expressly excluded, save as provided in clause 6 hereof or as otherwise expressly agreed by the Company in writing provided that if and insofar as any legislation or any order there under shall make or have made it unlawful to exclude, or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such terms the foregoing provisions of the paragraph will not apply to any such term.
14. English Law to Apply
The proper law of all Contracts shall be English law. In the event of any Contract being made for the supply of goods or services to which these Terms and Conditions relate such Contract shall be deemed to be a contract made in England and enforceable only in accordance with English law and the Customer agrees that in the event of any dispute arising out of any Contract or its performance thereof the Customer will submit to the jurisdiction of the English Court.