1. Orders Trans Oceanic Meat Co. Limited (”The Seller”) will accept orders for the sale of goods subject to the following terms and conditions. Acceptance of these terms and conditions by the buyer sufficient to constitute a legally effective contract will be inferred unless the Buyer notifies the Seller in writing of a request for amendment within 72 hours of receipt of these terms and conditions. Any subsequent amendment agreed will only be effective between the Buyer and Seller if it is countersigned by an authorised signatory of the Seller.
(a) Unless otherwise agreed payment by the Buyer to the Seller in respect of any consignment of goods sold under an ex-store delivered or ex-ship delivered contract shall be made within 21 days of delivery of such goods to the Buyer’s premises or to a public cold store nominated by the Buyer.
(b) Unless otherwise agreed payment by the Buyer to the Seller in respect of any consignment of goods sold under an ex-store or ex-ship contract shall be made within 21 days of the Seller making the goods sold in such consignment available to the Buyer. 101 This period of 21 days shall be of the essence in the contract; should the Buyer fail to make payment within that period, then (without prejudice to any other remedy available to the Seller) the Buyer shall be liable to pay interest on any outstanding amount from the due date of payment until actual payment at the rate of 2% per month compounded by way of liquidated damages.
3. Title to Goods
(a) Notwithstanding delivery of the goods the legal title in the goods delivered under this invoice shall remain in the Seller until the Buyer has paid the
contract price in full.
(b) Until the contract price has been paid in full the Buyer shall hold the goods as bailee and trustee, owing fiduciary duties to the Seller and if the Seller also requires, the Buyer shall store such goods at no cost to the Seller so that they clearly identified as belonging to the Seller.
(c) If any payment is overdue the Seller may (without prejudice to any of its other rights and remedies) recover and resell any or all of such goods and may enter upon the Buyer’s premises for that purpose.
(d) The Buyer shall be entitled to sell and effect, or have effected, delivery of goods to a Third Party nominated by the Buyer but the proceeds of such sale shall, whenever any sum whatsoever is due by the Buyer to the Seller, be held on trust for the Seller and on such sale or delivery to a nominated Third Party the Buyer is deemed to assign to the Seller absolutely (and the Seller hereby accepts such assignment) the benefit of any claim which the Buyer has against any such nominated Third Party arising from such sale and/or delivery.
(e) Any Receiver or Liquidator appointed over the assets of the Buyer shall pay into a separate bank account any sums received from a Third Party to whom the Seller has sold or delivered goods at the nomination of the Buyer in respect of sales of goods by the Buyer to that nominated Third Party up to the amount of the indebtedness of the Buyer to the Seller for the sole benefit of the Seller.
(a) Any claims made in respect of the condition, quality or weight of the goods delivered by the Seller to the Buyer must be notified by the Buyer to the Seller in writing within twenty four hours of delivery either to the Buyer’s premises or to a public coldstore nominated by the Buyer and confirmed in writing by the Buyer to the Seller within seven days of the initial notification.
(b) In any dispute regarding condition, quality or weight of the goods delivered the goods in question must be retained for inspection by the Buyer and must be kept pending inspection in the case of frozen meat, at a temperature of not higher than 18 degrees Centigrade, whether at the Buyer’s premises or at a public coldstore.
(c) These terms and conditions are made subject to the Laws of England. Any litigation (including, arbitration rules embodied in the conditions of sale of the International Meat Trade Association incorporated in force at this date) which may arise under these terms and condition shall be governed by and determined in accordance with the Laws of England and shall be conducted in England whatever the domicile residence or place of business of the Buyer.
5. Delivered Contracts
(a) Demurrage charges incurred after the expiry of any rent free period accrue to the Buyer; and that
(b) Detention charges incurred because of delay in unloading containers accrue to the Buyer the Seller contracts with the Buyer subject to the current delivered terms of the International Meat Trade Associated Incorporated which terms are hereby incorporated into this transaction between the Seller and the Buyer.
6. Ex-store Contracts
Save that any coldstore charges incurred after the expiry of any rent free period accrue to the Buyer, the Seller contracts with the Buyer subject to the current ex-store terms of the International Meat Trade Association Incorporated; which terms are hereby incorporated into this transaction between the Seller and the Buyer.
7. C.I.F. Contracts
The Seller contracts with the Buyer subject to the current C.I.F. terms of the International Meat Trade Association Incorporated, which terms are hereby incorporated into this transaction between the Seller and the Buyer.