Terms & Conditions
1.1 In these Conditions:
“BUYER” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“GOODS” means the goods (including any installment of the goods or any parts of them) which the Seller is to supply in accordance with these Conditions and shall
include services where the context so permits.
“SELLER” means Goat Nutrition Ltd of Units B & C, Smarden Business Estate, Smarden, Ashford, Kent and any subsidiary company as defined by the Companies Act.
“CONDITIONS” means the contract for the purchase and sale of the Goods.
“WRITING” includes facsimile transmission, electronic mail and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written order of the Buyer which is accepted by the Seller, subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to by made by the Buyer.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representative of the Buyer and a Director of the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into theContract the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goodswhich is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other errors or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.6 The drawings of products and models supplied by the Seller and all copies thereof and the copyright therein shall remain the property of the Seller. The Buyer shall immediately, at the request of the Seller, return such drawings and models to the Seller.
3 Orders and Specifications
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or in the Buyer’s order (if accepted by the Seller). Illustrations and specifications in the Seller’s catalogues are not warranted by the Seller, do not constitute a description and shall not be deemed to form part of amy subsequent contract between the Seller and the Buyer.
3.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages charges and expenses incurred by the Seller as a result of cancellation.
3.5 The Buyer will indemnify the Seller against all costs, expenses, loss or damage incurred by the Seller as the result of infringement or alleged infringement of letters, patent trade mark or trade names, or registered designs or any other protected rights in relation to products, manufactured or designed by the Seller to specifications by the Buyer.
4 Price of the Goods
4.1 the price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of Payment
5.1 All ecommerce transactions are to be paid in full before delivery by the Seller to the Buyer.
5.2 Full refund (excluding carriage costs) will be paid by the Seller to the Buyer provided the goods are returned within 14 days in an unused, saleable condition.
6.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.2 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
6.3 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over
the price of the Goods.
6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may;
6.4.1 store the Goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of the storage and of the transport and handling of the Goods; or
6.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the
Contract or charge the Buyer for any shortfall below the price under the Contract.
6.4.3 The Seller reserves the right to change the method of delivery.
7 Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time of when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery and before they are unloaded or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, the property in the Goods shall not pass to they Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passed to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and Bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use
the Goods in the course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 Warranties and Liability
8.1 The following conditions shall apply:
8.1.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.1.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
8.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3.1 Any claim by the Buyer which is based on any deficiency in the quantity of the goods supplied shall be notified to the driver of the vehicle delivering the goods immediately in writing upon the delivery documentation and such notification shall be confirmed in Writing to the Seller within 48 hours from the date of delivery;
8.3.2 Subject to sub-clause 3 any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification, shall (whether or not delivery is refused by the Buyer) be notified to the Seller in Writing within 24 hours of the date of delivery;
8.3.3 Where the defect or failure was not apparent on reasonable inspection any claim shall be notified within 2 days after discovery of the defect or failure, provided that no claim for latent defect shall be admitted after a period of 3 months from the date of delivery. If delivery is not refused and the Buyer does not notify the Seller accordingly, the buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or deficiency in quantity or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.5 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise),
costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.6.1 Act of God, explosion, flood, tempest, fire or accident;
8.6.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.6.3 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.6.4 Import or export regulations or embargoes;
8.6.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.6.6 Difficulties in obtaining raw materials, layout, fuel, parts or machinery;
8.6.7 Power failure or breakdown in machinery.
9.1 The Seller may sub-contract the performance of the contract in whole or in part. The Contract is between the Seller and the Buyer as the principals and shall not be assignable by the Buyer without the express written consent of the Seller.
9.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may be relevant at the time have been notified pursuant to this provision to the party giving the notice. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected hereby.
9.4 The Contract shall be governed by the laws of England and be subject to the jurisdiction of the English Courts.