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.
2. Payment
(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.
4. Disputes
(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
Save
that
(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.