SOLE TRADERS / PARTNERSHIPS ONLY
Trade Reference: 1
Trade Reference:2
I/We hereby request you to open a trading account and regard the estimated credit requirement as beingwithin our trading capability. We authorize you through the sources available to you to make such enquiries asare deemed necessary to facilitate the opening of the account and to disclose any reason for not doing so. Weconfirm that we have read your written Terms and Conditions of Sale as incorporated within this new accountform and agree to abide by them. We agree to place all orders subject to these Terms and Conditions.
Please sign and date the attached Terms & Conditions of Trading and return all 9 pages [email protected]. This can also be sent in the post to the below address. We will then contact you in duecourse to confirm that the account has been opened.
In these conditions “the Seller” means Hidden Gem Albion Limited, Initial Business Centre, Wilson Business Park, Greater Manchester,M40 8WN or their assigns; “the Buyer” means the person, firm or company wishing to buy the Goods from the Seller; “the Goods”means the goods or materials which are the subject of the contract between the Seller and the Buyer, and the “Contract” means thecontract between the Buyer and Seller for the sale and purchase of the Goods.
1. Acceptance of Order
I. No orders will be accepted by the Seller other than in writing. Any other mode of acceptance will be deemed to beprovisional until confirmed by the dispatch of a written order acknowledgement.II. All orders are accepted by the Seller subject to these conditions which override any other terms or conditions stipulatedexcept the agreement between the Buyer and Seller aforementioned and attached to these terms. No variation to theseconditions is binding on the Seller unless expressly agreed in writing by an authorized representative of the Seller.
2. Price
I. Unless otherwise agreed between the Buyer and the Seller and subject to the price on the Official Order Confirmationthe price or prices charged by the Seller of the Goods shall be those deemed to be ruling at the date of delivery and theSeller may at any time before delivery increase the price of the Goods and the Buyer shall be liable to pay for the Goodsat the price ruling at the date of delivery.II. The price of all Goods is ex-mill unless the Seller’s quoted price expressly includes delivery or otherwise agreed inwriting.III. The price of all Goods is exclusive of Value Added Tax.
3. Terms of Payment
I. Unless otherwise agreed in writing between the Buyer and the Seller, payment for the Goods shall be made inaccordance with the terms of the Seller’s relevant invoice or quotation. Notwithstanding the above, the Seller may at anytime require the Buyer to make payment in advance of delivery or to advance adequate security for the payment of allamounts due or to become due under the Contract.II. Without prejudice to any other rights hereunder the Seller shall at its discretion have the right to charge interest at therate of 1.5% per month on any sum outstanding from the date on which payment became due up to the actual date ofpayment and both before and after any judgement for such sum.III. The payments can be made through bank transfer or cheque named to Hidden Gem Albion Limited.IV. When payment is to be made by instalments the failure of the Buyer to pay any instalment on the due date shall entitlethe Seller to demand repayment of all the outstanding instalments which shall then become due and payable
4. Delivery and Passing of Property
Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply:I. Title to all Goods supplied by the Seller to the Buyer will remain with the Seller until payment in full has been made of allamounts owing by the Buyer to the Seller on any account whatsoever. The Buyer acknowledges that it is in possession ofGoods solely as bailee for the Seller until such time as such sums have been paid and until the Buyer agrees that it willstore the Goods separately on its premises from goods belonging to any other person or the Buyer itself and in a mannerwhich makes them readily identifiable as the Goods of the Seller. So long as the Goods remain the property of the Sellerthe Seller shall be entitled to require the Buyer to deliver the Goods up to the Seller and the Buyer grants to the Seller anirrevocable right and license to enter upon any of the Buyer’s premises and remove the Goods and all costs incurred by theSeller in repossessing the Goods shall be borne by the Buyer.
If the Buyer sells Goods belonging to the Seller, any proceeds of such sales are to be held by the Buyer upon trust for theSeller, to be always identifiable as monies of the Seller and not to be mingled with monies of the Buyer or paid into a bankaccount in overdraft. The Buyer will, if required to do so by the Seller, assign to the Seller all rights against any person towhom such Goods have been supplied but in respect of which payment has not been made to the Buyer.
II. Risk of damage to or loss of the Goods shall pass to the Buyer: -a. In the case of Goods to be delivered at the Seller’s premises at the time when the Seller notified the Buyer thatthe Goods are available for collection; or
b. In the case of Goods to be delivered other than at the Seller’s premises at the time of delivery or, if the Buyerwrongfully fails to accept delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
III. All delivery dates given by the Seller are estimates only and the Seller shall not in any circumstances be liable for failureto deliver by such dates, nor for any damage or loss arising directly or indirectly out of delay in delivery or as a result ofnon-delivery, nor shall the Buyer be entitled to refuse the Goods in such circumstances.
5. Shortages and Damage and Loss in Transit
I. All large containers, tote bags and pallets are the property of the Seller and shall be returned empty to the Seller in goodcondition by the Buyer within two months of delivery otherwise such containers, pallets and bags will be charged to theBuyer at replacement value. The said items must not be re-filled or used for any unauthorized purpose prior to the returnto the Seller.
II. Products sold in large tote bags will be quoted for gross including the weight of the bags, with the bags remaining theproperty of the Seller as in 6(i) above.
6. Containers
I. All large containers, tote bags and pallets are the property of the Seller and shall be returned empty to the Seller in goodcondition by the Buyer within two months of delivery otherwise such containers, pallets and bags will be charged to theBuyer at replacement value. The said items must not be re-filled or used for any unauthorized purpose prior to the returnto the Seller.
II. Products sold in large tote bags will be quoted for gross including the weight of the bags, with the bags remaining theproperty of the Seller as in 6(i) above.
7. Exclusion and Extent of Liability
I. To the extent permitted by law:
a. Save as provided in these Conditions the Seller excludes all conditions, guarantees, or warranties whetherexpressed or implied by statute, common law or otherwise, including (without prejudice to the generality of theforegoing) conditions, guarantees or warranties as to quality, fitness for purpose, or description of the goods oras to their life, wear or use under any conditions were known or made known to the Seller or not;
b. The Seller’s liability to the Buyer in respect of defective or damaged Goods or any shortfall or delay in supplyshall be excluded, save as set out in these Conditions and the Seller shall be under no liability in contract or tortor otherwise for any injuries, losses, expenses, or damage direct or indirect or for any consequential losswhatsoever save as provided in these conditions.
c. In consideration for the Buyer agreeing that the Sellers obligations should be limited in accordance with clauses(a) and (b) above and subject to clause(d) below, the Seller guarantees that in the event of any Goods provingdefective or damaged upon delivery the Seller will at its option replace those Goods or re-pay or credit the Buyerwith the purchase price of the goods, in which event the Seller shall be under no further liability to the Buyer.The Seller’s liability for any loss or damage resulting to the Buyer from any cause whatsoever other than fromdefective or damaged Goods shall be limited in any event to the purchase price of the consignment of Goodsin respect of which the complaint arises.
d. The Seller shall not be liable in respect of any defect arising from fair wear and tear, willful damage, negligence,abnormal working conditions, failure to follow the Sellers instructions or misuse, alteration, or repair of the goods.
III. The Buyer shall inspect the Goods immediately upon receipt from the Seller and shall notify the Seller forthwith of anyshortages or damaged Goods and shall confirm the same in writing within 2 days of delivery. In the absence of any suchnotification, the Goods shall be deemed to have been delivered in correct quantity and undamaged and the Buyer shall bedeemed to have accepted the goods and shall have no claim whatsoever against the Seller in respect of shortages ordamage.
8. Suitability of Goods
I. The utmost care is taken to ensure the accuracy of any information, data and advice provided to the Buyer, by the Sellerbut all such information is given for general guidance only and any such information given to him is not deemed to formpart of any contract or the sale of the Goods, and it is the obligation of the Buyer to satisfy himself that any Goods orderedare of a type and performance satisfactory for his particular requirements.
9. Contingencies and Force Majeure
I. The Seller shall not be liable for default in the performance of any of its obligations under the Contract if the default iscaused by any circumstance whatsoever outside the reasonable control of the Seller (including but not limited to accident,breakdown of plant or machinery, industrial action, order of any Government or similar authority, late arrival or non-arrivalof shipment, and shortage of materials, power or fuel required for or in connection with manufacture of the product). In anysuch circumstances the Seller may be entitled to a reasonable extension of time for performing such obligations.
10. Default
If: The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being aCompany) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamationor reconstruction); or
a. an encumbrancer takes possession, or a receiver is appointed of any of the property or assets of the Buyer; or
b. the Buyer ceases or threatens to cease to carry on all or any substantial part of its business; or
c. the Buyer shall commit any material breach of these Conditions without prejudice to any other right or remedyavailable to the Seller the Seller may cancel the Contract or suspend any further deliveries under the contractwithout any liability to the Buyer and if all or any of the Goods have been delivered but not paid for the priceshall become immediately due and payable.
11. Patents and Trademarks
I. The buyer herein acknowledges the registered and unregistered rights of Hidden Gem Albion Limited for the patent,trademarks, registered designs, or other industrial rights.
12. Plant Varieties and Seeds Act 1964
I. The price of any variety of Goods which becomes the subject of a grant of plant breeders rights under the Plant Varietiesand Seeds Act, 1964 will be adjusted to include the cost of any royalties payable to the owner of the rights. If, in the eventof any variety being already the subject of such rights, there is any change in the rate of royalty payable, the price of theGoods will be adjusted accordingly
13. Legal Construction
I. These Conditions shall be governed by the laws of England and the Buyer agrees to submit to the nonexclusive jurisdictionof the English Courts.
14. Notices
NoticesI. Any notice required under this contract shall be in writing and shall be sufficiently given if delivered or sent by first classmail, facsimile or e-mail to the address of the parties stated in the Contract or notified from time to time in writing, anysuch notice shall be deemed to have been received and given in the case of delivery by hand at the time of delivery, inthe case of first class mail, three days after the date of mailing and in the case of facsimile at the time of transmission.
15. Set Off
I. The Seller is entitled to set off any amount due to the Buyer from the Seller against any amount due to the Seller from theBuyer under this contract.
16. Relationships
I. Nothing in this Contract shall deem either party, the agent or representative of the other.
17. Severability
I. Should any part of these Conditions, or any of the individual parts of the Conditions be found to be unenforceable then suchpart or parts shall be severed from the remainder of the Contract which shall continue to be valid and enforceable to thefullest extent permitted by law
I/ We hereby confirm that I/ we have read the above Terms and Conditions of Sale as incorporated within thisnew account form and agree to abide by them. We agree to place all orders subject to these Terms andConditions.
