definitions and rules of interpretation in this condition apply in these
person, firm or company who purchases the Goods from the Company.
RAYMOND TRAVEL MACHINERY LIMITED
any contract between the Company and the Buyer for the sale and purchase of
the Goods, incorporating these conditions.
Point: the place where delivery of the Goods is to take place under
goods agreed in the Contract to be supplied to the Buyer by the Company
(including any part or parts of them).
reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, application or
re-enactment and includes any subordinate legislation for the time being in
force made under it.
in the singular include the plural and in the plural include the singular.
reference to one gender includes a reference to the other gender.
Condition headings do not affect the interpretation of these conditions.
Application of terms
to any variation under condition 2.3 the Contract shall be on these
conditions to the exclusion of all other terms and conditions (including any
terms or conditions which the Buyer purports to apply under any purchase
order, confirmation of order, specification or other document).
terms or conditions endorsed on, delivered with or contained in the Buyer's
purchase order, confirmation of order, specification or other document shall
form part of the Contract simply as a result of such document being referred
to in the Contract.
conditions apply to all the Company's sales and any variation to these
conditions and any representations about the Goods shall have no effect
unless expressly agreed in writing and signed by a Director of the Company.
The Buyer acknowledges that it has not relied on any statement, promise or
representation made or given by or on behalf of the Company which is not set
out in the Contract. Nothing in this condition shall exclude or limit the
Company's liability for fraudulent misrepresentation.
order or acceptance of a quotation for Goods by the Buyer from the Company
shall be deemed to be an offer by the Buyer to buy Goods subject to these
order placed by the Buyer shall be deemed to be accepted by the Company
until a written acknowledgement of order is issued by the Company or (if
earlier) the Company delivers the Goods to the Buyer.
Buyer shall ensure that the terms of its order and any applicable
specification are complete and accurate.
quotation is given on the basis that no Contract shall come into existence
until the Company despatches an acknowledgement of order to the Buyer. Any
quotation is valid for a period of 30 days only from its date, provided that
the Company has not previously withdrawn it and subject to the Goods
quantity and description of the Goods shall be as set out in the Company's
quotation or acknowledgement of order.
samples, drawings, descriptive matter, specifications and advertising issued
by the Company and any descriptions or illustrations contained in the
Company's catalogues or brochures are issued or published for the sole
purpose of giving an approximate idea of the Goods described in them. They
shall not form part of the Contract and this is not a sale by sample.
otherwise agreed in writing by the Company, delivery of the Goods shall take
place at the Company's place of business.
Buyer shall take delivery of the Goods within 7 days of the Company giving
it notice that the Goods are ready for delivery.
dates specified by the Company for delivery of the Goods are intended to be
an estimate and time for delivery shall not be made of the essence by
notice. If no dates are so specified, delivery shall be within a reasonable
to the other provisions of these conditions the Company shall not be liable
for any direct, indirect or consequential loss (all three of which terms
include, without limitation, pure economic loss, loss of profits, loss of
business, depletion of goodwill and similar loss), costs, damages, charges
or expenses caused directly or indirectly by any delay in the delivery of
the Goods (even if caused by the Company's negligence), nor shall any delay
entitle the Buyer to terminate or rescind the Contract unless such delay
exceeds 180 days.
4.5 If for
any reason the Buyer fails to accept delivery of any of the Goods when they
are ready for delivery, or the Company is unable to deliver the Goods on
time because the Buyer has not provided appropriate instructions, documents,
licences or authorisations:
(a) risk in
the Goods shall pass to the Buyer (including for loss or damage caused by
the Company's negligence);
Goods shall be deemed to have been delivered; and
Company may store the Goods until delivery, whereupon the Buyer shall be
liable for all related costs and expenses (including, without limitation,
storage, insurance of whatever nature and transportation costs).
Buyer shall provide at the Delivery Point and at its expense adequate and
appropriate equipment and manual labour for unloading the Goods.
4.7 If the
Company delivers to the Buyer a quantity of Goods of up to % more or less
than the quantity accepted by the Company, the Buyer shall not be entitled
to object to or reject the Goods or any of them by reason of the surplus or
shortfall and shall pay for such goods at the pro rata Contract rate.
Company may deliver the Goods by separate instalments. Each separate
instalment shall be invoiced and paid for in accordance with the provisions
of the Contract.
instalment shall be a separate Contract and no cancellation or termination
of any one Contract relating to an instalment shall entitle the Buyer to
repudiate or cancel any other Contract or instalment.
Buyer shall be responsible for complying with all and any legislation or
regulations governing the export of the Goods from the UK and governing the
importation of the Goods into the country of destination and for the payment
of any duties or taxes on them.
quantity of any consignment of Goods as recorded by the Company upon
despatch from the Company's place of business shall be conclusive evidence
of the quantity received by the Buyer on delivery unless the Buyer can
provide conclusive evidence proving the contrary.
Company shall not be liable for any non-delivery of Goods (even if caused by
the Company's negligence) unless the Buyer gives written notice to the
Company of the non-delivery within 7 days of the date when the Goods would
in the ordinary course of events have been received.
liability of the Company for non-delivery of the Goods shall be limited to
replacing the Goods within a reasonable time or issuing a credit note at the
pro rata Contract rate against any invoice raised for such Goods.
Goods are at the risk of the Buyer from the time cleared payment.
Ownership of the Goods shall not pass to the Buyer until the Company has
received in full (in cash or cleared funds) all sums due to it in respect
other sums which are or which become due to the Company from the Buyer on
ownership of the Goods has passed to the Buyer, the Buyer shall:
the Goods on a fiduciary basis as the Company's bailee;
the Goods (at no cost to the Company) separately from all other goods of the
Buyer or any third party in such a way that they remain readily identifiable
as the Company's property;
destroy, deface or obscure any identifying mark or packaging on or relating
to the Goods; and
maintain the Goods in satisfactory condition and keep them insured on the
Company's behalf for their full price against all risks to the reasonable
satisfaction of the Company. On request the Buyer shall produce the policy
of insurance to the Company.
Buyer may resell the Goods before ownership has passed to it solely on the
sale shall be effected in the ordinary course of the Buyer's business at
full market value; and
such sale shall be a sale of the Company's property on the Buyer's own
behalf and the Buyer shall deal as principal when making such a sale.
Buyer's right to possession of the Goods shall terminate immediately if:
Buyer has a bankruptcy order made against him or makes an arrangement or
composition with his creditors, or otherwise takes the benefit of any
statutory provision for the time being in force for the relief of insolvent
debtors, or (being a body corporate) convenes a meeting of creditors
(whether formal or informal), or enters into liquidation (whether voluntary
or compulsory) except a solvent voluntary liquidation for the purpose only
of reconstruction or amalgamation, or has a receiver and/or manager,
administrator or administrative receiver appointed of its undertaking or any
part thereof, or documents are filed with the court for the appointment of
an administrator of the Buyer or notice of intention to appoint an
administrator is given by the Buyer or its directors or by a qualifying
floating charge holder (as defined in paragraph 14 of Schedule B1 to the
Insolvency Act 1986), or a resolution is passed or a petition presented to
any court for the winding-up of the Buyer or for the granting of an
administration order in respect of the Buyer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the Buyer; or
Buyer suffers or allows any execution, whether legal or equitable, to be
levied on his/its property or obtained against him/it, or fails to observe
or perform any of his/its obligations under the Contract or any other
contract between the Company and the Buyer, or is unable to pay its debts
within the meaning of section 123 of the Insolvency Act 1986 or the Buyer
ceases to trade; or
Buyer encumbers or in any way charges any of the Goods.
Company shall be entitled to recover payment for the Goods notwithstanding
that ownership of any of the Goods has not passed from the Company.
Buyer grants the Company, its agents and employees an irrevocable licence at
any time to enter any premises where the Goods are or may be stored in order
to inspect them, or, where the Buyer's right to possession has terminated,
to recover them.
the Company is unable to determine whether any Goods are the goods in
respect of which the Buyer's right to possession has terminated, the Buyer
shall be deemed to have sold all goods of the kind sold by the Company to
the Buyer in the order in which they were invoiced to the Buyer.
termination of the Contract, howsoever caused, the Company's (but not the
Buyer's) rights contained in this condition 6 shall remain in effect.
otherwise agreed by the Company in writing, the price for the Goods shall be
the price set out in the Company's invoice.
price for the Goods shall be exclusive of any value added tax (and any sales
taxes that are applicable to each particular country) and all costs or
charges in relation to packaging, loading, unloading, carriage and
insurance, all of which amounts the Buyer shall pay in addition when it is
due to pay for the Goods.
to condition 8.4, payment of the price for the Goods is due in the agreed
for payment shall be of the essence.
payment shall be deemed to have been received until the Company has received
payments payable to the Company under the Contract shall become due
immediately on its termination despite any other provision.
Buyer shall make all payments due under the Contract in full without any
deduction whether by way of set-off, counterclaim, discount, abatement or
otherwise unless the Buyer has a valid court order requiring an amount equal
to such deduction to be paid by the Company to the Buyer.
8.6 If the
Buyer fails to pay the Company any sum due pursuant to the Contract, the
Buyer shall be liable to pay interest to the Company on such sum from the
due date for payment at the annual rate of 4% above the base lending rate
from time to time of Bank of England, accruing on a daily basis until
payment is made, whether before or after any judgment. The Company reserves
the right to claim interest under the Late Payment of Commercial Debts
(Interest) Act 1998.
payment has been received and cleared by the Company, then delivery will be
effected in accordance with Clause 7.
Company is not the manufacturer of the Goods, the Company shall endeavour to
transfer to the Buyer the benefit of any warranty or guarantee given to the
Company (if applicable) and any handbook.
(a) be of
satisfactory quality within the meaning of the Sale of Goods Act 1979;
goods which are being sold "as is and where is" meaning that the Buyer
should not rely on the description given , but make an inspection of the
goods themselves. At no time is the Company saying that the Goods are new
and of merchantable quality. The reason for the Buyer’s inspection is that
the Buyer can then look at the condition of all of the Goods and satisfy
themselves as to the condition of the Goods.
Buyer makes any further use of such Goods after giving such notice; or
defect arises because the Buyer failed to follow the Company's oral or
written instructions as to the storage, installation, commissioning, use or
maintenance of the Goods or (if there are none) good trade practice; or
Buyer alters or repairs such Goods without the written consent of the
Limitation of liability
Subject to condition 4, condition 5 and condition 9, the following
provisions set out the entire financial liability of the Company (including
any liability for the acts or omissions of its employees, agents and
sub-contractors) to the Buyer in respect of:
breach of these conditions;
(b) any use
made or resale by the Buyer of any of the Goods, or of any product
incorporating any of the Goods; and
representation, statement or tortious act or omission including negligence
arising under or in connection with the Contract.
warranties, conditions and other terms implied by statute or common law
(save for the conditions implied by section 12 of the Sale of Goods Act
1979) are, to the fullest extent permitted by law, excluded from the
Nothing in these conditions excludes or limits the liability of the Company:
death or personal injury caused by the Company's negligence; or
section 2(3), Consumer Protection Act 1987, all relevant Health and Safety
Acts and EEC Regulations ; or
(c) for any
matter which it would be illegal for the Company to exclude or attempt to
exclude its liability; or
fraud or fraudulent misrepresentation.
Subject to condition 10.2 and condition 10.3:
(a) As the
Company acts as agent between the Seller (the person or Company who owns the
Goods that are being sold to the Buyer) and the Buyer, then the Company's
total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in
connection with the performance or contemplated performance of the Contract
shall be limited to the fee that the Company are given in heir capacity as
Company shall not be liable to the Buyer for any pure economic loss, loss of
profit, loss of business, depletion of goodwill or otherwise, in each case
whether direct, indirect or consequential, or any claims for consequential
compensation whatsoever (howsoever caused) which arise out of or in
connection with the Contract.
Company may assign the Contract or any part of it to any person, firm or
Buyer shall not be entitled to assign the Contract or any part of it without
the prior written consent of the Company.
reserves the right to defer the date of delivery or to cancel the Contract
or reduce the volume of the Goods ordered by the Buyer (without liability to
the Buyer) if it is prevented from or delayed in the carrying on of its
business due to circumstances beyond the reasonable control of the Company
including, without limitation, acts of God, governmental actions, war or
national emergency, acts of terrorism, protests, riot, civil commotion,
fire, explosion, flood, epidemic, lock-outs, strikes or other labour
disputes (whether or not relating to either party's workforce), or
restraints or delays affecting carriers or inability or delay in obtaining
supplies of adequate or suitable materials, provided that, if the event in
question continues for a continuous period in excess of 30 days, the Buyer
shall be entitled to give notice in writing to the Company to terminate the
right or remedy of the Company under the Contract is without prejudice to
any other right or remedy of the Company whether under the Contract or not.
13.2 If any
provision of the Contract is found by any court, tribunal or administrative
body of competent jurisdiction to be wholly or partly illegal, invalid,
void, voidable, unenforceable or unreasonable it shall to the extent of such
illegality, invalidity, voidness, voidability, unenforceability or
unreasonableness be deemed severable and the remaining provisions of the
Contract and the remainder of such provision shall continue in full force
Failure or delay by the Company in enforcing or partially enforcing any
provision of the Contract shall not be construed as a waiver of any of its
rights under the Contract.
waiver by the Company of any breach of, or any default under, any provision
of the Contract by the Buyer shall not be deemed a waiver of any subsequent
breach or default and shall in no way affect the other terms of the
parties to the Contract do not intend that any term of the Contract shall be
enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
any person that is not a party to it.
formation, existence, construction, performance, validity and all aspects of
the Contract shall be governed by English law and the parties submit to the
exclusive jurisdiction of the English courts.
communications between the parties about the Contract shall be in writing
(which will include email) and delivered by hand or sent by pre-paid first
class post or sent by fax:
case of communications to the Company) to its registered office or such
changed address as shall be notified to the Buyer by the Company; or
(b) (in the
case of the communications to the Buyer) to the registered office of the
addressee (if it is a company) or (in any other case) to any address of the
Buyer set out in any document which forms part of the Contract or such other
address as shall be notified to the Company by the Buyer.
Communications shall be deemed to have been received:
(a) if sent
by pre-paid first class post, two days (excluding Saturdays, Sundays and
bank and public holidays) after posting (exclusive of the day of posting);
delivered by hand, on the day of delivery; or
(c) if sent
by fax on a working day prior to 4.00 pm, at the time of transmission and
otherwise on the next working day;
(d) if sent
by email, on the Company getting a receipt verification on their computer.
Communications addressed to the Company shall be marked for the attention of
a Company Director.