- a) When delivery is effected on our vehicles or by an independent contractor arranged by us, the Purchaser shall be bound to accept delivery of the Goods on arrival at the Purchaser’s delivery address when risk in the Goods shall pass to the Purchaser. The Purchaser must notify us and the carrier in writing (otherwise that upon the carrier’s documents) of damage in transit, mis-delivery or quantity discrepancy immediately on arrival. The Purchaser must notify us in writing of non-delivery within 2 working days where delivery is effected through the post or by road transport.
- b) Where delivery is effected on the Purchaser’s vehicles or is arranged by the Purchaser, risk in the Goods shall pass to the Purchaser on delivery to the carrier, whether it be the Purchaser’s servant or agent or an independent contractor arranged by the Purchaser.
- c) Without prejudice to our other rights, should the Purchaser for any reason fail to accept delivery of the Goods on arrival, we shall be entitled at the Purchaser’s risk and expense to store the Goods and/or to procure or effect storage of the Goods elsewhere.
Shipping and Back Orders Policy
- TERMINATION AND PARTIAL DELIVERIES
- a) If the Purchaser becomes subject to any of the events listed in condition 6(b) we may terminate the Contract with immediate effect or make partial deliveries by giving written notice to the Purchaser.
- b) For the purposes of Condition 6(a) the relevant events are:
- The Purchaser suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts;
- The Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Purchaser is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
iii. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser, other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;
- (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given of if an administrator is appointed over the Purchaser;
- (being a company) the holder of a qualifying floating charge over the Purchaser’s assets has become entitled to appoint or has appointed an administrative receiver;
- A person becomes entitled to appoint a receiver over the Purchaser’s assets or a receiver is appointed over the Purchaser’s assets;
vii. A creditor or encumbrancer of the Purchaser attaches to takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole of any part of its assets and such attachment of process is not discharged within 14 days;
viii. Any event occurs, or proceeding is taken, with respect to the Purchaser in any jurisdiction to which it is subject that has an effect equivalent or similar to any or the events mentioned in Conditions 6(b)(i) to (vii);
- The Purchaser suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; and
- The Purchaser’s financial position deteriorates to such an extent that in our opinion the Purchaser’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
- c) Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between the Purchaser and us if the Purchaser becomes subject to any of the events listed in Condition 6(b) or we reasonably believe that the Purchaser is about to become subject to any of them, or if the Purchaser fails to pay any amount due under this Contract on the due date for payment.
- d) On termination of the Contract for any reason the Purchaser shall immediately pay to us all our outstanding unpaid invoices and interest.
- e) Termination of the Contact, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
- f) Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
- TIME FOR DESPATCH AND DELIVERY
- a) All periods for dispatch and delivery expressed in the Contract are approximate only and time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a force majeure event or the Purchaser’s failure to provide us with adequate delivery instructions to supply the Goods.
- b) We shall be under no liability for any loss or damage to the Purchaser or others arising directly or indirectly out of late despatch and late despatch or delivery will not be deemed to be a breach of Contract, nor entitle the Purchaser to cancel the Contract.
- c) We shall be entitled, without liability on our part and without prejudice to our or other rights, to terminate the Contract or any unfulfilled part thereof, or at our option to suspend or make partial deliveries if the completion of the manufacture of the Goods by us or by our sub-contractor or suppliers is prevented, hindered or delayed whether directly or indirectly, by reason of the Purchaser failing to furnish necessary information or instructions, war, civil commotion; governmental restrictions, transport difficulties, strikes, lock-outs, accidents or stoppages to works, shortages of labour, materials, equipment, fuel or power, machinery breakdown or any other cause whatsoever beyond our or our sub-contractors or suppliers reasonable control, whether such cause exists at the date of the order or not (“force majeure event”). Any such cause shall be deemed to prevent, hinder or delay us or our subcontractors or suppliers if we or our sub-contractors or suppliers respectively are thereby prevented, hindered or delayed from fulfilling or aggregate obligations both under the Contract and under all other contracts, whether with the Purchaser or with third parties, relating to the supply of the same or similar goods.