ROSE MARKETING UK LTD
Terms and Conditions of Sales
So far as they are not expressly varied in writing by Rose Marketing UK Ltd (“The Company”) these conditions shall be deemed to be incorporated into all agreements and contracts made and all orders processed by the Company shall be deemed to be carried out pursuant to a contract incorporating these conditions
1 – Orders
1.1 – Orders are accepted subject to goods being available and remaining unsold on the basis of prices ruling at the date of despatch (plus VAT where applicable) and are not accepted on a sale or return basis
1.2 – None of the Company’s sales representatives or Agents has the authority to vary the published prices of the Company’s products and no responsibility will be accepted for any deviation unless the same has been authorised and confirmed in writing by a Director or Manager of the Company.
1.3 – An order may be varied or cancelled solely at the discretion of the Company provided such variation or cancellation is requested before despatch and thereafter on the Buyer paying the company’s reasonable expenses
2 – Quantities
Case quantities are shown on all delivery notes and invoices
3 – Title to the Goods
3.1 – The property in the Goods shall not pass from the Company to the Buyer until (a) The Buyer shall have paid the price plus VAT in full and (b) no other sums whatsoever shall be due from the Buyer to the Company. The Buyer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly marked and identifiable as belonging to the Company.
3.2 – Notwithstanding that the Goods (or any of them) remain the property of the Company the Buyer may sell or use the Goods in ordinary course of the Buyer’s business at full market value for the account of the Company. Until property in the Goods passes from the Company to the Buyer the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all times identified as the Company’s monies.
3.3 – The Company shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Company
3.4 – Until such time that property in the Goods passes from the Company the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or re-sold to the Company. If the Buyer fails to do this then the Company may enter upon any premises owned, occupied or controlled by the Buyer where the Goods are situated and repossess the goods. On the making of such request the rights of the Buyer under clause 3.2 shall cease.
4 – Passing of Risk to the Buyer
The risk in Goods will remain with the Company until the delivery at the point named in the invoice and in the absence of written advice from the Buyer to the Carrier and Company as described in Condition 5 below, ALL goods will have been deemed to have been delivered complete in a satisfactory condition. At all times the risk in Goods shall be transferred to the Buyer. Upon collection by the Buyer from the Companies warehouse the passing of risk in Goods transfers immediately as Goods are loaded and become the responsibility of the Buyer.
5 – Delivery
Whilst the Company will endeavour to adhere to its delivery schedule as advised, the Company cannot be held responsible in any way for delayed delivery
5.1 Shortage or Damage – In the event of shortage or damage the Carriers and the Company must be notified within 48 hours from the receipt of the Goods and a claim filed promptly. Any delay may cause a loss to the consignee. The Company’s responsibility for delivery of Goods ends when the Goods have been delivered at the Buyer’s nominated address.
5.2 – Delivery is carriage paid by the Company to one mainland UK address
The Company will decline to entertain claims unless the Buyer complies with the provisions of this condition
6 – Returns
Goods may only be returned with the Company’s written consent
7 – Quality
Any articles claimed to be effective will be replaced FOC or will be credited if examination reveals such defect. The Company’s liability is limited to the replacement or credit of such defective goods and no further liability.
8 – Specification
Due to a policy of continuous improvement the Company reserves the right to modify specifications without notification
9 – Terms
9.1 – The company may require payment in full or in staged payments at or prior to delivery of Goods
9.2 – Subject to 9.1 above and unless otherwise agreed by parties in writing, payment for each delivery shall be received no later than 30 days from invoice and shall be made in Pound Sterling. Failure to pay by the due date shall entitle the company without prejudice from its other rights and remedies, to withhold or cancel subsequent deliveries, charge the Buyer interest on overdue accounts at the rate of 4% above the Bank of England’s base rate from time to time in force and/or place the account in the hands of a 3rd party for the purpose of recovery
10 – Force Majeure
Deliveries may be suspended or cancelled by the Company through Act of God, Fire, Accident, War, Riot, Civil Commotion, Strikes, Lockouts, Emergency Regulations, no delivery of raw materials or any other circumstance outwith the Company’s control. It is agreed by the Buyer that in the event of deliveries being cancelled for any of the reasons stated above, the Company shall be under no obligation to supply either the same or similar Goods, nor shall the Company be liable for any loss resulting from delay in despatch, delivery or non-performance due to any cause beyond the Company’s control
11 – Resale of Goods
The Goods are supplied to the Buyer on the condition that they are only resold within the UK and that except without the written expression of the Company, the Buyer shall not sell them or knowingly allow them to be sold to any person for resale outwith of the UK.
12 – Pallets
Any pallets used for deliveries and left temporarily in the possession of the Buyer will remain the property of the Company and should be made available for collection as soon as possible. IN the event of the Buyer not returning the pallets within a reasonable time-scale, the Company reserves the right to charge the buyer for such pallets
13 – Scope of Terms
Unless otherwise agreed in writing the above conditions will constitute the Company’s entire obligations upon acceptance of any order, regardless of the terms, stipulations etc in any request for quotation, order, or as may appear in any form or later submitted by the Buyer.
14 – A Legal Interpretation
The Contract shall be goverende by Scottish law. No action or proceedings of any nature shall be initiated by the Company except in the Scottish Courts, or at the option of the Company by arbitration in Scotland by an arbitrator appointed in accordance with the provisions of the Arbitration Act 1950 or any statutory re-enactment or modification thereof
15 – Waiver
Any failure by the Company to enforce any or all of these conditions shall not be construed as a waiver of any of the Company’s rights above.