J C Peacock & Company Limited
Please note that Salt House is a brand within J C Peacock & Company Limited.
CONDITIONS OF SALE
· “Buyer” means the party who buys or has agreed to buy the goods.
· “Seller” J C Peacock & Company Limited.
· “Contract” means the agreement between the Seller and the Buyer for the supply of goods.
· “Goods” means the subject matter of the contract or goods specified.
· “Price” means the price of the goods stated on the invoice and any other payment to be made by the Buyer to
the Seller under the terms and conditions.
TERMS All quotation are given and orders are accepted by the Seller on the basis of the conditions of trading set out below to the exclusion of any conditions of trading which the Buyer may purport to impose. No variation of addition to these conditions shall be valid unless in writing and signed for and on behalf of the Seller.
SEPARATE CONTRACTS Each shipment or delivery is to be treated as if it were made under a separate contract. Failure to make any particular shipment or delivery shall not entitle the Buyer to refuse to accept further shipments or deliveries in respect of which orders have been made by the Buyer.
CANCELLATION Orders may only be cancelled whole or in part with the sellers consent.
· Without prejudice to the other right and remedies, the Seller may defer or cancel any further deliveries or instalments of goods due in the event that the buyer shall:
· Fail to make any payment when it becomes due, or
· Enter into any composition or arrangement with its creditors, or
· Being an incorporated company, have an Administrator Receiver or a Receiver or similar person appointed or shall resolution for winding up or a Court shall make an Order to that effect, or
· Not being an incorporated company, the Buyer shall have a Sequestration Order made against it, or
· Be in breach of any terms or conditions hereof.
PAYMENT UNLESS otherwise agreed in writing, all prices are strictly net cash for payment by the 20th of the month following the month of the invoice date. In case of failure to pay on the due date, all sums outstanding shall become payable immediately. If any payment is in arrears the Seller shall be entitled (without prejudice to any other rights it may have) to suspend further deliveries until payment is received, whether or not such deliveries are due under the same contracts. Interest at 3% over the Bank of Scotland base lending rate shall be chargeable on overdue accounts at the Seller’s discretion.
· Unless the Buyer and Seller have specifically agreed that the price of the goods shall be fixed price, the Seller shall have the right to increase the price of the goods by giving notice of such increase at any time before despatch of the goods. If the Buyer is of the opinion that any such increase in price is unreasonable, it may therefore cancel the undelivered balance of any outstanding contract. If the Buyer does not exercise the right of cancellation, then the increased price notified by the Seller shall apply to the undelivered balance of the contract.
· All prices quoted by the Seller are subject to the addition of taxes and duties such as VAT and/or hydrocarbon oil duty where applicable, at the appropriate rates ruling at the date of despatch.
· The seller has the right to issue a supplementary invoice in respect of any increase in tax or duty between the date of despatch and the date of delivery for which the Seller may be liable to the appropriate authority.
QUANTITIES The Seller may deliver against any order hereunder up to 10% variation of the amount specified for the delivery in question in full discharge of its obligations in this respect, provided that as regards such excess or deficiency the Seller shall make a corresponding adjustment in the amount payable by the buyer.
RISK AND BENEFICIAL OWNERSHIP
· The risk in the goods passes to the Buyer upon delivery but equitable and beneficial ownership shall remain with the Seller until full payment has been received (each order being considered as a whole), or until prior re-sale in which case our beneficial entitlement shall attach to the proceeds of re-sale or to the claim for such proceeds.
· Should the goods become constituents of or be converted into other products while subject to our equitable and beneficial partnership the Seller shall have equitable and beneficial ownership in such other products as if they were solely and simply the goods and accordingly sub-clause (a) shall as far as appropriate apply to such other products.
· The Seller is hereby granted permission at all reasonable times to inspect the goods, the subject of the order, and may at the Sellers discretion collect the said goods from any place that the same are being kept upon the happening of any of the following events.
· The price of the goods being unpaid at the end of the month following the month in which the goods were delivered.
· The earlier making of a receiving order in bankruptcy against the Buyer.
· The calling of a meeting of Creditors of the Buyer under Section 98 of the Insolvency Act 1986 where the Buyer is a Limited company.
· The making of any composition with creditors by the Buyer or entering into any deed of arrangement.
· The levying of execution against the Buyer’s goods.
· The Buyer not being and incorporated is sequestrated.
· In the event of non-payment by the Buyer in accordance with the terms hereof or the buyer commits any act of bankruptcy or, if a limited company, satisfies any statutory ground for winding up by the court voluntarily (other than for the purpose of amalgamation or reconstruction) then without prejudice to any other remedies, the Seller may cancel or suspend further deliveries without prejudice to other right and the Buyer or its agents may enter the Buyer’s premises to recover all goods in respect of which property has not passed.
PACKAGES, PALLETS AND CONTAINERS
· Packages, pallets and containers supplied by the Seller either:
· Shall not be returnable to the Seller and shall be charged in full in the price, in which case the Seller may at their discretion be prepared to buy back such packages, pallets and/or containers as are in good condition, or
· Shall be returnable on free loan if agreed in advance with the Seller, but shall remain the property of the Seller, in which case must be returned by the Buyer to the supplying works within three calendar months from date of invoice and, if any such package, pallet or container is not returned in good order and condition within such period, it shall be invoiced to the Buyer by the Seller at the Seller’s standard rate then current, or
· Shall be returnable to the Seller and shall be charged in full in the price, but credit may be allowed by the Seller if they are returned in good condition, carriage paid to the Seller three calendar months from date of invoice or such other period as may be agreed.
· The Seller will specify to the Buyer which of the above sub-paragraphs should apply to the relevant package, pallet and/or container supplied.
· Where goods delivered hereunder are carried in bulk containers (including road or rail vehicles/tankers and demountable tanks whether for road, rail or sea carriage):
· The buyer shall be responsible for any loss or damage to such containers incurred by the time between arrival at and departure from the buyer’s nominated place of delivery.
· The buyer shall discharge such containers within two hours of arrival of the container at the buyer’s nominated place of delivery or within such other period as may be agreed between the Seller and the Buyer in writing before despatch of the goods by the Seller. The Buyer shall indemnify the Seller against any and all loss, expense, damage and other cost arising from any failure to discharge such containers as aforesaid. If the Buyer does not promptly discharge and return such containers, the Seller shall have the right to charge the Buyer demurrage at the prevailing rate of delays resulting there from.
SUITABILITY OF STORAGE FACILITIES AND COLLECTING VEHICLES
· The Seller reserves the right at any time without notice to refuse to make delivery of any quantity of the goods without incurring any liability, as a result thereof if, in the opinion of the Seller, the reception facilities, storage tank or other installation (or any valve fitting line, pump or other equipment required to be used in connection therewith) into which such quantity of the goods would be transferred on to the delivery to the Buyer is unsuitable by relation, for instance of being inaccessible, dangerous to persons or property or contravention of any existing statute, regulation, bye-law or other rule having the force of the law. In such event the Seller shall be entitled to recover from the Buyer all reasonable freight and other costs incurred by the Seller by reason of such refusal and/or remedying the unsuitability complained of. Where, however, delivery is made by the Seller of any quantity of the goods, such delivery shall not in any way be deemed an admission on the part of the Seller as to the suitability of such reception facilities, storage tank or other installation (or any valve, filling line, pump or other equipment required to be used connection therewith).
· The Buyer warrants that any collection vehicle, ship or other container provided by the Buyer or anyone acting on its behalf shall comply with all relevant legislation and applicable health and safety requirements. The Seller may inspect the same for the purpose of checking its suitability and/or sale condition. However, the Seller shall in no circumstances be responsible for the suitability or condition thereof or liable for any damage or loss resulting there from, and may at any time refuse to load if it is considered to be unsuitable or unsafe.
CLAIMS Any claim which the buyer may have against the Seller in respect of:
· Non-conformity of the goods with the contractual requirements, or
· Damage to the goods in transit, or
· Partial loss of the goods in transit,
· Bulk shipment losses in excess of 10% weight/volume, shall be deemed to be waived and absolutely barred unless the Buyer:
· Submits the claim in writing to the Seller within ten days after the date on which the Buyer, its servant or agent discovered the non-conformity, damage or partial loss (as the case may be) whichever is the earliest and
· In the case of a claim in respect of damage to, or partial loss of, the goods in transit
· Gives written notice of the damage or partial loss, whichever is the earlier, and
· In the event of a claim being made by this buyer against the Seller in respect of the damage or partial loss, submits the claim in writing to the carrier within ten days after the date on which the Buyer, his servant or agent ought reasonably to have discovered the damage or partial loss, whichever is the earliest, and
· Conducts a reasonable examination of the goods on arrival at the Buyer’s premises or delivery address, and
· Further in the case of alleged damage or non-conformity retains the goods including their packaging (if any) or, if the goods are incorporated in or mixed with other goods or materials has retained samples thereof properly taken prior to such incorporation or mixture.
WARRANTIES AND LIABILITIES
· The Seller warrants that the goods shall comply with the Seller’s specification for the goods in question as current from time to time, or such specifications as may have been agreed in writing by the parties, or if there is no such specification to be within normal limits of industry quality. The Seller does not warrant the fitness of the goods for any particular purpose even though the purpose be known to the Seller and no such warranty is to be implied from the name or description under which the goods are sold.
· Subject as aforesaid all warranties, conditions and statements, express or implied, statutory or otherwise are excluded to the full extent permitted by law.
· Except in respect of death or personal injury to human beings resulting from negligence the Seller’s liability to the Buyer shall be limited to the price of the goods the subject of the particular consignment in respect of the consequences (direct and/or indirect including but not limited to death, injury, illness, disease, damage or financial or other loss) of any breach or non-performance of this contract, howsoever caused or arising or of negligence or of any misrepresentation of any other tort or breach of statute on the part of the Seller or its agent.
· In no circumstances shall the Seller be liable for any consequential economic loss or damage no matter how arising.
DELIVERY AND FORCE MAJEURE
· Dates given for despatch are quoted by the Seller in good faith but the Seller shall not be liable for failure to deliver on the specified date or dates.
· If circumstances beyond the reasonable control of either party (including but not limited to an act of god, war, riots, explosion, fire, flood, abnormal weather conditions, strikes, lock-outs, accidents, government action) prevent the Seller from making delivery and/or the Buyer from receiving the goods as contracted, such party may by notice given as soon as reasonably practical after the occurrence of such circumstances suspend the contract in relation to the affected deliveries or shipment during the time that such circumstances continue and neither party shall be liable to the other damages thereby occasioned.
· Should such suspension continue for more than one hundred and twenty consecutive days the party who received notice of such suspension may at any time cancel an affected shipment or delivery under the contract and shall not be liable to the other party of any damages thereby occasioned.
PROPER LAW AND JURISDICTION This transaction to be construed according to the Law of Scotland and any disputes relative will be settled by Arbitration in GLASGOW each party to appoint an Arbiter accustomed to the Trade and the two so appointed to appoint a third the decision of any two to be binding. If either party fail to appoint an Arbiter within 21 days notice in writing requiring them to do so the Arbiter appointed by the other party may act as sole Arbiter.