Terms & Conditions
Cherry Carp Ltd trading terms & conditions.
Cherry Carp Ltd Registered Co No 09410325
Registered in the United Kingdom: Tarby’s Farm, Chelwood Gate Road, Nutley, TN22 3HB
“The Company” means Cherry Carp Ltd
These standard terms and conditions apply to all sales of goods by the Company to any purchaser (“the Buyer”) and shall apply in place of and prevail over any terms or conditions contained or referred to in the Buyer’s order or in correspondence or elsewhere or implied by any previous course of dealing between the parties unless specifically agreed to in writing by an authorised representative of the Company.
3 Prices and Terms of Payment
3.1 Subject to Clause 3.2 below, the prices payable for the goods shall be as agreed between the Company and the Buyer at the time of order and do not include any charge for handling or delivering goods. The prices quoted are inclusive of VAT.
3.2 In the case of special orders by the Buyer the Company shall make a quotation which shall not constitute an offer and may be withdrawn or revised at any time prior to the Company’s acceptance of such special order. For the purposes of Clause 3.1 and of this 3. 3.3 Clause 3.2 acceptance shall be effective only if made on the Company’s printed form duly signed by an authorised representative of the Company, quotations shall only remain valid and capable of acceptance by the Buyer for a period of 5 days from the date on which they are made.
3.4 The Company reserves the right to demand security for large orders
3.5 The price per kilo set in Euros will remain the same whilst the exchange rate between GB Pounds and Euros remains the same and/or stable. If this fluctuates to the detriment of GB Pounds, then Cherry Carp reserve the right to increase the Euro price per kilo accordingly.
4.1 Delivery dates mentioned in any quotation, order or other document are approximate only and not of any contractual effect and the Company shall not be under liability to the Buyer in respect of any failure to deliver on any particular date or dates.
4.2 The Company will arrange for delivery of the goods at the Buyer’s expense to the address notified to it by the Buyer. The Company shall invoice the Buyer separately in respect of such delivery costs, and Clauses 3.4 and 3.5 above shall apply to the delivery charges. If the Buyer does not so notify the Company, delivery is deemed to take place at the Company’s premises and the Buyer shall make its own arrangements for collection of the goods at its own expense and at a time agreed by both parties.
4.3 The Company reserves the right to make delivery by instalments, in which case each instalment shall be treated as a separate contract and a separate invoice will be tendered in respect thereof.
4.4 If the Buyer refuses or fails to take delivery of goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery of the goods the Company shall be entitled to terminate the contract with immediate effect, to dispose of the goods as the Company may determine, and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure.
4.5 If the Company gives notice to the Buyer of its readiness to deliver, and the Buyer requests that delivery be suspended, delayed or made by instalments the Buyer at the companys discretion be asked to pay the cost of storing the goods. Risk in the goods shall pass on the date of such notice, but the Company reserves the right at its total discretion but at the Buyer’s expense, to arrange to insure the goods for at least the purchase price payable to the Company.
5.1 The Buyer is under a duty to inspect the goods on delivery or on collection by the Buyer or its agent.
6 Third Party Rights
6.1 The Company shall have no liability to the Buyer in the event of goods infringing or being alleged to infringe the rights of any third party. In the event that the goods are or may be the subject of third party rights the Company shall be obliged to transfer to the Buyer only such title as the Company may have.
6.2 The Buyer shall notify the Company forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Company shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Buyer shall provide all such reasonable assistance in connection therewith as the Company may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
7 Specifications and Information
7.1 Unless expressly agreed in writing by the Company specifications and particulars of weights and dimensions submitted by the Company are approximate only and the Company shall have no liability in respect of any deviation there from. The Company accepts no responsibility for any errors, omissions or other defects in any or specifications and the Company shall be indemnified by the Buyer against any and all liabilities and expenses incurred by the Company arising there from.
The Company shall not be liable to the Buyer:
8.1. for damage to or loss of the goods or any part thereof in transit carried by a carrier on behalf of the Company, short delivery (subject as provided in Clause 6 above) or defects discovered on inspection unless the Buyer notifies the Company of any such claim within 24 hours of receipt of the goods the Company agrees to accept liability under this Clause 11.1.1, its only obligation shall be to replace any goods so damaged or lost as appropriate.
8.2. for defects in the goods caused by, abnormal conditions of storage or use or any act, neglect or default of the Buyer or of any third party.
8.3 Subject to the foregoing, all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the goods are hereby excluded and the Company shall be under no liability to the Buyer for any loss, damage or injury direct or indirect resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company.
9 Force Majeure
9.1 The Company shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s control including without limitation act of God, war, riot, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials therefore by the Company’s normal source of supply or the manufacture of the goods by the Company’s normal means or the delivery of the goods by the Company’s normal route or means.
9.2 If the Company is prevented by an event of force majeure from fulfilling its contractual obligations, it shall notify the Buyer of the fact in writing within 10 days of the due date for delivery. If the event of force majeure is continuing 3 months after the date of such notice, either party may give written notice to the other terminating the contract forthwith, provided that the event of force majeure subsists at the time the notice is received by such other party.
9.3 The Buyer’s only entitlement in such circumstances shall be to a refund in respect of any payment which it has already made on account of the price, subject to the deduction of any sums due to the Company.
9.4 If due to such circumstances or events the Company has insufficient stocks to meet all its commitments the Company may apportion available stocks between its customers at its sole discretion.
10 Cancellation of Orders
10.1 Contracts may be cancelled only with the Company’s prior written consent and subject to the Buyer indemnifying the Company in full for any losses incurred by the Company in respect of such cancellation.
If the Buyer:
11.1 (being an individual) enters into a deed of arrangement or commits an act of bankruptcy or compounds with its creditors or if a receiving order is made against him; or
11.2 if (being a Company) an order is made or a resolution is passed for the winding up of the Buyer (otherwise than for the purposes of a bona fi de amalgamation or reconstruction) or the Buyer enters into a voluntary arrangement or compounds with its creditors or if a receiver or administrator is appointed over all or any of the Buyer’s assets or undertaking or if circumstances arise which entitle the court or a creditor to appoint a receiver, manager or administrator or which entitle the court to make a winding up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt; or
11.3 commits any material breach of this or any other contract between the Company and the Buyer which is irremediable (or, being remediable, has not been remedied by the Buyer within 7 days of receiving notice from the Company requiring remedy), then the Company may treat the contract as being at an end.
12 Governing Law
12.1 This contract shall be governed by and construed with English law and the Company and the Buyer irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this contract and that accordingly any suit or proceedings arising out of or in connection with this contract shall be brought in such courts.
12.2 Nothing contained in this clause 16 shall limit the right of the Company to take proceedings against the Buyer in any court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdiction by the Company preclude the takings of proceedings by the Company in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.