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Hytek Catalogue Retail 2013-14

Terms & Conditions 6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall: (a) hold the Goods on a fiduciary basis as the Company's bailee; (b) store 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; (c) not destroy, deface, remove or obscure any identifying mark or packaging on or relating to the Goods; (d) 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, and on request produce the policy of insurance to the Company; (e) notify the Company immediately if it becomes subject to any of the events listed in condition 10.2; and (f) give the Company such information relating to the Goods as the Company may require from time to time. 6.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of the Buyer's business at full market value; and (b) any 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. 6.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in condition 10.2, or the Company reasonably believes that any such event is about to happen and notifies the Buyer accordingly, then the Buyer’s right to possession of the Goods shall terminate immediately, and without limiting any other right or remedy the Company may have, the Company may at any time require the Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, the Company may enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them. 6.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company. 6.7 The 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. 6.8 Where 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. 6.9 On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect. 7. PRICE 7.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price quoted by the Company or as set out in the Company's published price list in force on the date of delivery or deemed delivery. 7.2 The price for the Goods shall be exclusive of any value added tax 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. 7.3 The Company may, by giving notice to the Buyer at any time up to 7 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond the Company's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or any specification; or (c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Company adequate or accurate information or instructions. 8. PAYMENT 8.1 The Company may invoice the Buyer for the Goods on or at any time after the completion of delivery. 8.2 Subject to condition 8.5, payment of the price for the Goods is due in pounds sterling (or Euro if quoted) 30 days after the Goods are delivered or deemed to be delivered. 8.3 Time for payment shall be of the essence. 8.4 No payment shall be deemed to have been received until the Company has received cleared funds. 8.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision. 8.6 The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Company in order to justify withholding payment of any such amount in whole or in part. The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Company to the Buyer. 8.7 If the Buyer fails to make any payment due to the Company under the Contract by the due date for payment, then the Buyer shall pay interest to the Company on the overdue amount at the rate of 4% per annum above the Bank of England's base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount. 9. QUALITY 9.1 Where the 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. 9.2 The Company warrants that (subject to the other provisions of these conditions) on delivery, and for a period of 12 months from the date of delivery, the Goods shall: (a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979; (b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company. 9.3 The Company shall not be liable for a breach of any of the warranties in condition 9.2 unless: (a) the Buyer gives written notice of the defect to the Company within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and (b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there. 9.4 The Company shall not be liable for a breach of any of the warranties in condition 9.2 if: (a) the Buyer makes any further use of such Goods after giving notice in accordance with condition 9.3 ; or (b) the 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 (c) the Buyer alters or repairs such Goods without the written consent of the Company; or (d) the defect arises as a result of the Company following any drawing, design or specification supplied by the Buyer; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions. 9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company and on the basis that the return may be subject to a handling fee amounting to 15% of the invoice amount of the Goods. 9.6 If the Company complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods. 9.7 Any goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the un-expired portion of the 12 month period. 10. BUYER’S INSOLVENCY OR INCAPACITY 10.1 If the Buyer becomes subject to any of the events listed in condition 10.2 or the Company reasonably believes that the Buyer is about to become subject to any of them and notifies the Buyer accordingly, then, without limiting any other right or remedy available to the Company, the Company may cancel or suspend all further deliveries under the Contract or under any other contract between the Buyer and the Company without incurring any liability to the Buyer, and all outstanding sums in respect of Goods delivered to the Buyer shall become immediately due. 10.2 For the purposes of condition 10.1 the relevant events are: (a) the Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed Continued over page Copyright HYTEK 242 (GB) LIMITED 2013


Hytek Catalogue Retail 2013-14
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