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CONDITIONS OF SALE
1 Interpretation 6.5 The Customer’s right to use, sell, or have possession of the Goods shall terminate immediately if:
In these Conditions: 6.5.1 the Customer has a bankruptcy order made against him or makes an arrangement or
composition with his creditors, or otherwise takes the benefit of any Act for the time
Customer shall mean the Customer whose particulars appear overleaf being in force for the relief of insolvent debtors, or (being a body corporate) convenes a
Seller shall mean City Electrical Factors Limited meeting of creditors (whether formal or informal), or enters into liquidation for the
Goods shall mean any Goods (or instalment or part thereof) howsoever ordered by the purpose only of reconstruction or amalgamation, or has a receiver and/or manager,
Customer from the Seller administrator or administrative receiver appointed of its undertaking or any part thereof,
or a resolution is passed or a petition presented to any court for the winding up of the
2 Basis of Sale Customer or for the granting of an administration order in respect of the Customer, or
any proceedings are commenced relating to the insolvency or possible insolvency of the
These Conditions of Sale together with such conditions as are to be implied by law form the Customer;
entire agreement between the Customer and Seller and may only be varied in writing by an
officer of the Seller. Any alleged verbal representations or collateral contracts shall be of no 6.5.2 the Customer suffers or allows any execution, sequestration, whether legal or equitable,
effect unless complying with the requirements of this clause. to be levied on his/its property or obtained against him/it, or fails to observe/perform
any of his/its obligations under these Conditions or any other contract between the
3 Price of Goods Seller and the Customer, or is unable to pay its debts within the meaning of section123
of the Insolvency Act 1986 or the Customer ceases to trade; and/or
Prices quoted are exclusive of VAT, carriage and installation, and remain valid for a period of 14
days. 6.5.3 the Customer encumbers or in any way charges any of the Goods.
4 Payment 6.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of
any of the Goods has not passed from the Seller.
4.1 Until a Credit Account has been opened by the Seller in favour of the Customer, payment is due
in cash with order or against a pro-forma invoice. 6.7 The Customer grants the Seller, 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
4.2 Time of payment shall be of the essence. A Customer in whose favour a Credit Account has the Customer's right to possession has terminated, to recover them.
been opened must pay for the Goods on the 28th of the month following date of invoice ("the
due date") or to any alternative terms agreed. 7 Warranties and Liability
4.3 Where payment is not made by the due date, regardless of its other remedies, the Seller shall be 7.1 In addition to all warranties implied by Statute, the Seller warrants that the Goods shall
entitled to charge interest. Interest will be calculated as per the "Late Payments of Commercial correspond with their written specification (if any) at the time of delivery, and will be free from
Debts Regulations 2002", and any amendments to said legislation thereafter. material defects in materials and workmanship for a period of 12 months from delivery,
provided that
4.4 If any payment is dishonoured or countermanded by the Customer, the Seller shall have the right
to charge the Customer a £25.00 administration fee. 7.1.2 the Seller shall be under no liability for any defect arising from any drawing, design,
specification or stipulation of the Customer;
5 Delivery
7.1.3 the Seller shall be under no liability in respect of any defect or lack of performance
5.1 Any delivery date quoted is in good faith, but the Seller shall not be responsible for any delay in arising from fair wear and tear, wilful damage, negligence, abnormal working conditions,
delivery of the Goods howsoever caused. Time of delivery shall not be of the essence. failure to follow Seller's instructions, or misuse, alteration or repair of the Goods without
the Seller's approval;
5.2 The Seller shall be entitled to make delivery by instalments, and to invoice the Customer
separately for each instalment. 7.1.4 if the Goods are not of the Seller's manufacture, but ordered for the Customer from a
3rd party, the warranty shall be that manufacturer's warranty or such warranty as is
5.3 Any failure by the Customer to accept delivery (save upon such grounds for rejection as are implied by law, whichever shall be longest;
specified in the law relating to the Sale of Goods) shall be deemed to be a breach of contract.
7.1.5 the Seller shall be under no liability if the full purchase price for the Goods has not been
6 Risk and Title to the Goods paid by the due date.
6.1 The Goods are at the risk of the Customer from the time of delivery. 7.2 Any claim by the Customer arising from a patent defect in the Goods shall be notified to the
Seller in writing within 7 days of delivery. Any claim arising from a latent defect shall be made
6.2 Ownership of the Goods shall not pass to the Customer until the Seller has received in full (in within 14 days of the defect becoming apparent.
cash or cleared funds) all sums due to it in respect of:
7.3 Where the Seller accepts a claim made by the Customer in respect of the Goods, the Customer's
6.2.1 the Goods; and right shall be to a full or partial refund or replacement, at the Seller's option. In no
circumstances shall the Seller have any further liability, save nothing herein contained shall
6.2.2 all other sums which are or which become due to the Seller from the Customer on any exclude any liability on the Seller for death or personal injury arising from the negligence of its
account. employees or agents. In no other circumstances will the Seller be responsible for any
consequential losses arising from the Goods or their delivery or late delivery.
6.3 Until ownership of the Goods has passed to the Customer, the Customer must:
7.4 The Customer is responsible for ensuring that the Goods are suitable for the purpose for which
6.3.1 hold the Goods on a fiduciary basis as the Seller's bailee; it intends to use them. The Seller's representatives do not offer advice on the use to which
Goods are to be put.
6.3.2 store the Goods (at no cost to the Seller) separately from all other Goods of the
Customer or any third party in such a way that they remain readily identifiable as the 8 Termination/Suspension
Seller's property;
Without prejudice to any other right or remedy, the Seller shall be entitled to suspend forthwith
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the further performance and/or terminate contractual relations with the Customer if the Customer is
Goods; in breach of any of these Conditions.
6.3.4 maintain the Goods in satisfactory condition insured on the Seller's behalf for their full 9 General
price against all risks to the reasonable satisfaction of the Seller. On request the
Customer shall produce the policy of insurance to the Seller; and 9.1 If any term of these Conditions prove illegal or unenforceable in whole or part, such term shall
be deemed excised from these conditions without effect upon the validity of the remainder of
6.3.5 hold the proceeds of the insurance referred to in condition 6.3.4 on trust for the Seller these Conditions.
and not mix them with any other money, nor pay the proceeds into an overdrawn bank
account. 9.2 These Conditions and the contact made between the Customer and the Seller shall be governed
by and construed in accordance with the laws of the Isle of Man and the parties hereto submit
6.4 The Customer may resell the Goods before ownership has passed to it solely on the following to the non-exclusive jurisdiction of the Courts of the Isle of Man.
conditions:
6.4.1 any sale shall be effected in the ordinary course of the Customer's business at full
market value and the Customer shall hold such part of the proceeds of sale as represent
the amount owed by the Customer to the Seller on behalf of the Seller and the
Customer shall account to the Seller accordingly; and
6.4.2 any such sale shall be a sale of the Seller's property on the Customer's own behalf and
the Customer shall deal as principal when making such a sale.
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