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JBS Global (UK) Terms & Conditions
In these conditions:
“The Company” shall mean JBS Global (UK) Ltd. Registered Number 4285339 whose Registered Office is situated at Building 1, Imperial Place, Maxwell Road, Borehamwood, WD6 1JN “The Purchaser” shall mean the individual partnership company or other body whom the goods are supplied by the company.
1.1. The purchaser shall sign and return to the Company one copy of these terms and conditions by way of acceptance of the same within seven days of receipt. Failure to do so shall be deemed by the Company to constitute acceptance by the Purchaser of these terms and conditions and each of them.
1.2. Unless otherwise expressly agreed in writing by a Director or authorised executive of the Company all good are sold upon the following terms and conditions and no agent or representative of the Company has any authority to vary or omit these terms and conditions or any of them. Any terms and conditions printed on the Purchaser’s order forms are binding only insofar as they are not a variance with these terms and conditions and they have specifically agreed to in writing by the Director or authorised executive of the Company.
Orders are accepted on the basis that the goods be delivered with all convenient speed. When delivered during normal business hours the goods shall be accepted by the Purchaser and payment shall be due.
1. PAYMENTS AND INTEREST
The Company’s maximum credit terms for all goods are 7 days, unless otherwise agreed in writing from date of despatch. All accounts due to the Company must be paid within 7 days from the furnishing of an invoice in respect of goods despatched to the Purchaser. In the event of an account not being paid within the said 7 days, the Company shall be entitled to charge interest of 4% per annum above the Lloyds TSB Bank base rate from time to time on all outstanding accounts such interest to accrue from day to day. The rights of the Company to charge interest under this clause shall be without prejudice to any rights that the Company may have to repossess or sell the good under Clause 5 herein.
1. RESERVATION OF TITLE
1.1. The goods supplied shall remain the property of the Company until the total invoice price payable thereof and all other debts owing by the Purchaser to the Company have been paid in full. The Company shall be entitled to maintain any action for the price of the goods supplied as soon as payment falls due.
1.2. Subject to the provisions of this clause and notwithstanding that the property in the goods supplied or the prepared goods has not passed, the Purchaser may resell the goods supplied or the prepared goods in the ordinary course of its business.
1.3. Where the Purchaser resells the goods supplied or the prepared goods before title thereto has passed:
1.3.1. The Purchaser shall sell as agent for the Company and shall keep the proceeds of sale (les the Purchaser’s gross profit) in a separate account and holding the same on trust for the Company; and
1.3.2. The Purchaser shall keep full and proper records of the sales of all such goods; and
1.3.3. The Purchaser shall not in any circumstances place the proceeds of such sales in any overdrawn bank account so long as any sum payable to the Company in respect of any goods supplied remains outstanding; and
1.3.4. Notwithstanding the provisions of this sub-clause, vis-à-vis a third party, the Purchaser shall sell only as a principal.
1.4. If any amount owing by the Purchaser to the Company is overdue, the Company may (without prejudice to any of it other rights or remedies) repossess and resell any or all such goods, and may enter upon the Purchaser’s premises for that purpose and prior to payment of the total invoice price the Purchaser shall keep such goods as fiduciary and bailee and separate and identifiable for this purpose.
1.5. The goods shall be at risk of the Purchaser from the time of delivery to the Purchaser notwithstanding that the property in the foods shall not have passed to the Purchaser.
1.6. This reservation of title clause shall not entitle the Purchaser to return the foods and refuse or delay payment on the grounds that the property has not yet passed.
1.7. The Company and the Purchaser will treat the goods as the Purchaser’s stock from the date of the invoice in respect thereof.
1.8. Notwithstanding any other agreement as to the terms of payment the total invoice price shall immediately become due and payable and the Company shall have the right forthwith to terminate this Contract (without prejudice to any of its other rights) upon the occurrence of any of the following events:
1.8.1. If the purchaser commits any act of bankruptcy or if a petition of bankruptcy is presented against the purchaser;
1.8.2. If the Purchaser ceases or threatens to cease to carry on business;
1.8.3. If the Purchaser shall enter into negotiations to make a voluntary arrangement or composition with its creditors or any notice to Purchaser and/or any of its creditors that a proposal for the same is to be or has been made.
1.8.4. In the event of the Purchaser being a Limited Company, if a petition is presented for an Administrator order or if a petition is presented to the Purchaser under section 125 of the Insolvency Act 1986 or otherwise or a resolution is proposed to wind up the Purchaser or if an administrative receiver or manager of its assets or part thereof is appointed; or
1.8.5. If any distress or execution is levied on the Purchaser;
1.8.6. Any notice to the Purchaser that is to be the subject of a petition for an Administrator Order presented to the courts of the making of an Administration Order in respect of the Purchaser.
1.8.7. The Buyer becoming unable to pay its debts as such expression is defined by the Insolvency Act 1986 and upon the happening of any such events the Purchaser shall immediately notify a Director or other authorised executive of the Company.
1.9. Upon any such termination the Company shall have such rights of repossession and resale as set out it clause 5.4 above.
2.1. Claims arising from damage, delay or partial loss of goods in transit, must be notified to the Company immediately on receipt of the goods by telephone or fax, and confirmed in writing to the Company and the carrier, so as to reach them within 3 days of delivery otherwise goods shall be deemed to have been accepted by the Purchaser as being in good order and in conformity with the contract and the Purchaser shall be under an obligation to examine and inspect the goods upon delivery for correct weight, defects to and/or loss or damage to the same.
2.2. Acceptance of notification of claim should not be construed as admission of liability.
3.1. The Company shall not be responsible for indirect loss or third party claims occasioned by the delay in completing the Purchaser’s order or for any loss to the Purchaser arising from delay in transit. Where goods are defective for any reason, including negligence, the Company’s liability (if any) shall be limited to rectifying such defect by way of replacement provided that:
3.1.1. The aforesaid obligations on the Company shall not extend to defects caused by wilful damage, negligence (other than by employees or agents of the Company), incorrect storage or application movement or defects caused by fair wear and tear, and
3.1.2. If required by the Company and at the Purchaser’s cost the goods are returned within three days of notification of the defect package and transported in accordance with the Company’s requirements.
3.2. Save as herein set out and for liability for death or personal injury resulting from negligence on the part of the Company and save for breach of the Company’s statutorily implied undertakings as to title all costs, claims, demands or proceedings brought against the Company as a result of failure by the Purchaser to obtain such approval licence certificate or consent.
4. VETERINARY AND HEALTH REQUIREMENTS
All goods supplied by the Company to the Purchaser are warranted to comply with all E.C Regulations but if any other approval licence certificate or consent of any Government or other authority shall become necessary for the sale or delivery of the goods the Purchaser shall be solely responsible for obtaining the same and shall indemnify the Company against all costs, claims, demands or proceedings brought against the Company as a result of failure by the Purchaser to obtain such approval licence certificate or consent.
5. FORCE MAJEURE
Every effort will be made by the Company to carry out its contracts but the due performance of such contracts is subject to cancellations in contract or variation thereof as may be necessary as a result of liability to secure labour, materials or supplies as a result of acts of God, war, strike, lock-outs or any labour dispute, fire, flood, drought, legislation or other cause (whether of the foreign class or not) beyond the Company’s control.
The Company shall be entitled (and the Purchaser hereby irrevocably authorises the Company to do so) to apply any sum from the Company to the Purchaser under any other Contract in settlement of any sum due from the Purchaser to the Company under this Contract.
7. LAW AND JURISDICTION
These conditions and all other express (or implied) terms of any contract with the Company which incorporated these conditions shall be governed and construed in accordance with the law of England (which shall be the proper law of the Contract) and under IMTA’s terms and conditions. All disputes (including any question of law arising in connection therewith) from time to time arising out of or under any Contract incorporating the condition shall be subject to the exclusive jurisdiction of the English Courts, or elsewhere at the sole discretion of JBS Global UK Limited.
8. SEVERANCE AND WAIVER
1.1. In the event of any part of these conditions being ineffective for any reason, the remainder thereof shall constitute binding upon the parties.
1.2. Failure and neglect by the Company to enforce at any time any of the provisions hereof shall not be construed as nor deemed to be waiver of the Company’s rights hereunder nor shall such failure or neglect in any way affect the validity of the whole or any part of those terms and conditions and the Company’s right to take subsequent action shall not be prejudiced thereby.