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Terms of business

RIMSTOCK PLC - TERMS AND CONDITIONS OF SALE

1 DEFINITION

(a) “Buyer” means the person who buys or agrees to buy the goods from the seller.

(b) “Conditions” means the Terms and Conditions of the Sale set out in this document and any

Special terms and conditions agreed in writing by the seller.

(c) “Delivery Date” means the date specified by the Seller when the Goods are to be delivered.

(d) “Goods” means the articles which the Buyer agrees to buy from the Seller.

(e) “Price” means the price of the goods excluding carriage packaging insurance and VAT.

(f) “The Seller” means RIMSTOCK PLC.

2 CONDITIONS APPLICABLE

These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the

exclusion of all other terms and conditions including any terms of conditions which the buyer may

purport to apply under any purchase order confirmation of order or similar document. Any variation

to these conditions shall be inapplicable unless agreed in writing by the Seller.

3 PRICE

(a) Unless specifically stated otherwise our price is fixed and firm for the duration of the Contract

with the exception of any Governmental Tax changes which may occur between the dates of Order

and the Final Invoice.

(b) Value Added Tax will be charged as applicable under the Regulations.

(c) The payment of the price and VAT shall be due on the 20th of the month following month of

delivery. Time for payment shall be of the essence.

(d) Interest on overdue Invoices shall accrue from the date when payment becomes due from day to

day until the date of payment at a rate of 8% above HSBC Bank PLC Base Rate from time to time in

force and will accrue at such a rate after as well as before any judgments.

4 DELIVERY

(a) Delivery of the goods shall be made to the Buyer’s address on the Delivery date. The Buyer shall

make all arrangements necessary to take Delivery of the Goods whenever they are tendered for

Delivery.

(b) Where THE SELLER is responsible for transportation, we shall repair or replace free of charge

Goods damaged in transit providing that we receive notification in writing of such damage within 3

days of receipt of the Goods.

(c) In the event of stoppage of work in the establishment of ourselves and / or suppliers during

Delivery period owing to strikes, lock-outs, disputes, breakdowns, accidents, and / or causes beyond

the control of ourselves or our suppliers deliveries may be partially of wholly suspended upon notice

given, until work is resumed. The time of any suspension is to be added to the time of the Contract.

Any time given for Delivery is to date from receipt by THE SELLER of written instruction to

proceed and on receipt of all necessary information to enable us to carry out and complete the

contract.

(d) Estimated Delivery date is given in good faith, however should this be exceeded, THE SELLER

Shall not be liable for any consequential loss resulting there from.

5 WARRANTIES AND LIABILITY

The Seller warrants that the Goods will at the time of Delivery correspond to the description given

by the Seller. Except where the Buyer is dealing as a Consumer (as defined in Section 12 of the

Unfair Contract Terms Act 1977) all other warranties, conditions or terms relating to fitness for

purpose, merchantability or condition of the goods whether implied by Statute or Common Law or

otherwise, are excluded.

6 ACCEPTANCE OF THE GOODS

(a) The Buyer shall be deemed to have accepted the goods after delivery to the Buyer.

(b) After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance

with the Contract.

7 RETENTION OF TITLE

(a) The Goods shall be at Buyer’s risk as from Delivery.

(b) In spite of Delivery having been made the property in the goods shall not pass from the Seller

until:

(i) The Buyer shall have paid the price plus VAT in full: and

(ii) No other sums whatever shall be due from the Buyer to the Seller.

(c) Until property in the Goods passes to the Buyer in accordance with the Clauses (b) above, the

buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its

possession and marked in such a way that they are clearly identified as the Seller’s property.

(d) Notwithstanding that the Goods (or any of them) remain the property of the Seller, the Buyer

may sell or use the Goods in the ordinary course of the Buyer’s business at full Market Value for the

Account of the Sellers. Any such sale or dealing shall be a sale or use of the Seller’s property by the

Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sale or

dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise

of the Goods shall be held in trust for the Sellers by the Buyer and shall not be mixed with other

money or paid into overdrawn Bank Account and shall be at all material times identified as the

Seller’s money.

(e) The Seller shall be entitled to recover the price plus VAT notwithstanding that the property in

any of the Goods has not passed from the Seller.

(f) Until such time as the property in the Goods passes from the Seller the Buyer shall upon Request

deliver up such of the Goods as have not caused to be existence or resold to the Seller. If the Buyer

fails to do so, the Seller 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 (d) above shall cease.

(g) The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of

the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller if

the Buyer does so, all sums whatever owing by the Buyer to the Seller shall forthwith become due

and payable.

(h) The Buyer shall insure and keep insured the goods to the full price against “all risks” to the

reasonable satisfaction of the Seller until the date the property in the Goods passes from the Seller

and shall whatever requested by the Seller, if the buyer fails to do so all sums whatever owing by the

Buyer to the Seller shall forthwith become due and payable.

8 LEGAL CONTRUCTION

This Contract is subject to the Law of England and Wales.