In these general terms of sale the “the Company” means Corsair Wholesale Ltd T/a Valera and the “the Purchaser” means any individual, firm, company or corporation placing an order with the Company.
Unless otherwise specifically agreed in writing by the Company, these terms shall be deemed to be incorporated in every quotation and contract made or agreed to be made for the sale of goods and no additions or amendments shall be made except in writing and with the Company’s consent. Any conditions proposed by the Purchaser are hereby excluded.
Formation of Contract
Quotations given by the Company are not offers capable of acceptance by the Purchaser. There shall be no binding contract until written acceptance of the Purchaser’s order by the Company has been sent by letter, facsimile or e-mail.
Unless otherwise stated in writing, all prices quoted are ex-warehouse and the Purchaser shall be charged extra with all packaging and delivery costs, if any.
All prices are subject to Value Added Tax (VAT) and any other government duty or tax applicable.
Prices stated are for stipulated quantities only.
Any extra costs incurred by the Company as a result of delays, interruptions or suspension of work due to default on the part of the Purchaser shall be added to the contract price.
Unless otherwise agreed in writing by the Company, payment shall be due by the end of the month following the invoice date.
Payment shall be made in the currency invoiced.
Non payment on or before the due date, time being of the essence, shall entitle the Company without prejudice to any other rights to :-
- suspend any further deliveries of goods, whether under this contract or other;
- repossess the goods (the Purchaser granting the Company all necessary access); and
- receive interest at a rate of 5% per annum above HSBC Bank PLC’s base rate from time to time on the unpaid balance, whether before or after judgment.
and for the purposes of this Clause, payment shall not be deemed to have been made until the receipt by the Company of readily available funds.
The Purchaser shall not be entitled to delay, withhold or offset any payment due on the grounds that it has a claim or right of set-off against the Company.
Dispatch & Delivery
Availability dates quoted are the Company´s best estimates and whilst every effort will be made to keep to the same¸ the Company shall be under no liability whatsoever if for any reason goods are not available on the stated date.
If the Purchaser is unwilling or unable to take delivery within two weeks after the confirmed availability date the Company shall have the right, along with any other rights, to charge the Purchaser reasonable handling, insurance and storage charges.
Any order placed on and accepted by the Company may be cancelled only with the Company’s written consent and on such terms as the Company may in its absolute discretion determine.
The risk in goods shall pass to the Purchaser upon delivery to the Purchaser or his agent and the Company shall, notwithstanding that ownership of the goods may be retained by it, have no responsibility in respect of those goods thereafter, the Purchaser being responsible for effecting adequate insurance in respect of those goods.
Legal and beneficial ownership of all goods supplied by the Company shall remain vested in the Company until payment for those goods and all other goods referred to in the relevant order has been made in full.
Until the full purchase price has been paid, goods remaining in the Purchaser’s possession shall be held by it as bailee and in a fiduciary capacity for the Company which shall be entitled to terminate such bailment at any time and the Purchaser will not deal with the Company’s products except in accordance with the written instructions of the Company and the Purchaser hereby grants the Company irrevocable licence to enter upon its premises to recover all or any of those goods which in the meantime shall be stored in such a way as to be clearly identifiable as the Company’s property.
The Purchaser shall keep all goods fully insured in the joint names of the Purchaser and the Company against all usual risks throughout the period between the risk passing to the Purchaser and the property therein ceasing to remain with the Company and shall provide evidence of that insurance to the Company upon request.
Unless the Company shall give notice of default pursuant to Clause 12 of these General Terms of Sale the Purchaser shall, notwithstanding Clause above, be entitled to sell any goods in the ordinary course of its business so as to pass good title to any third party provided always that claims for the proceeds from any such re-sale shall be deemed to be assigned to the Company. Any such proceeds received by the Purchaser shall be held by it on trust for the Company to the extent necessary to effect full payment to the Company. Following any sale to a third party, the Purchaser shall if required by the Company supply it with full details of that re-sale and the Company shall be entitled to notify the ultimate purchaser that the re-sale price is to be paid direct to the Company.
Shortages, Damage and non-delivery
The Purchaser shall advise the Company of any shortages of delivery or damage to the goods within two working days after delivery, specifying the shortage or damage and provided the shortage or damage is noted on the delivery note and the delivery note has been signed by a person authorised to do so. In no case shall the Purchaser be entitled to reject the goods on the grounds of shortage.
In any case where the Company has accepted responsibility for delivery, the Company shall not be liable for non-delivery of the whole consignment unless the Purchaser notifies the Company of such within ten days of receipt by the Purchaser of the Company’s invoice.
Where goods have been consigned by an outside carrier, the Purchaser must comply in all respects with that carrier’s conditions for notifying claims.
Goods that are the subject of a complaint shall be retained by the Purchaser who will submit a claim to the Company. The Company shall repair or replace the goods at its option, upon verification of the claim by the Company.
The Company will, at its option, replace free of charge or grant credit for any goods which are defective in workmanship or material provided that the Purchaser gives the Company written notice of the alleged defect promptly and in any event within twelve months from the date of invoice.
The Company specifically reserves the right to inspect all allegedly defective goods prior to replacement or granting such credit and if requested by the Company, the Purchaser shall return to the Company any such goods, freight pre paid.
Except as provided herein the Company makes no warranty, express or implied, as to goods sold hereunder and shall not be liable for any loss, damage or injury of any nature whether direct, indirect or consequential in connection with or resulting from the re-sale or use of the goods.
Specifically, but not in limitation of the above, the Company makes no warranty with respect to components supplied by it which are not of its manufacture nor shall the Company’s warranty apply to goods or components of its own manufacture if persons other than the Company or a dealer authorised by the Company shall have performed any repair work on or made any alterations to the goods as originally supplied by the Company.
Termination / Suspension
The Company reserves the right by written notice to suspend or cancel any order or part thereof :-
if compelled to do so by reasons beyond the Company’s reasonable control including but not limited to strikes, lockouts, accidents, breakdown of plant or machinery or shortage or unavailability of material or components from normal sources of supply;
in the event of the failure by the Purchaser to comply with any of its obligations under this contract;
if the Company is reasonably of the opinion that the Purchaser is not in a position to meet its financial commitments to the Company and such suspension of delivery or termination of the contract by the Company or failure or delay by the Company in exercising any right under any of these terms shall be without prejudice to any other rights which the Company may have against the Purchaser.
The Company shall be relieved of its obligations arising under this contract to the extent that the fulfillment of those obligations is prevented, frustrated, impeded or delayed directly or indirectly as a consequence of any occurrence beyond the reasonable control of the Company.
Any notice to be given these terms may be delivered or be sent by first class prepaid post addressed to the party to be served at the address for such party last known to the party giving the notice or may be transmitted by telex or facsimile to the telex or facsimile number of the party to be served last known to the party giving the notice.
Notices served by post shall be deemed served 48 hours after posting and notices served by telex or facsimile shall be deemed served 24 hours after the recipient’s telex or facsimile machine shall have acknowledged receipt.
The benefit of this contract may not be assigned except with the prior consent in writing of the Company which may be given or withheld in the Company’s absolute discretion.
If any term of this contract shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforceability shall in no way impair or affect any other term all of which shall remain in full force and effect.
This contract shall in all respects be construed and will operate as an English contract in conformity with English Law and the parties hereto submit to the jurisdiction of the English Courts. The interpretation of the English edition shall prevail over any translation.