Navigator Catalogue - Flipbook - Page 107
7.4.
Any typographical, clerical or other error 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.
9.8. Where goods are sold FOB the responsibility of the Seller shall cease immediately when
the Goods are placed on board ship or other conveyance, and the Seller shall be under no
obligation to give the Buyer notice speci昀椀ed in Section 32(3) of the Sale of Goods Act 1979.
7.5.
No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and
until con昀椀rmed in writing by the Seller’s authorised representative. For the avoidance of
doubt, a quotation for the Goods given by the Seller shall not constitute an offer.
10. TERMS OF PAYMENT
7.6.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any
Order (including any Buyer’s Speci昀椀cation) submitted by the Buyer, and for giving the
Seller any necessary information in relation to the Goods and the Buyer’s Speci昀椀cation
within a suf昀椀cient time to enable the Seller to comply with its obligations as detailed in
these Conditions.
7.7.
The quantity, quality and description for the Goods shall be those set out in the Order.
10.1. Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller
shall be entitled to invoice the Buyer for the price of the Goods on or at any time after
Delivery of the Goods, unless the Buyer wrongfully fails to collect the Goods or accept
Delivery, in which event the Seller shall be entitled to invoice the Buyer for the Goods at
any time after the Seller has noti昀椀ed the Buyer that the Goods are ready for collection
or available for Delivery. Each invoice shall specify the order number as allocated by the
Seller.
7.8.
The Seller reserves the right to make any changes to the Buyer’s Speci昀椀cation or
description of the Goods which are required to conform with any applicable statutory
or EC requirements. Where the Goods are to be supplied to the Seller’s speci昀椀cation or
description the Seller reserves the right to make any changes which do not materially
affect their quality or performance.
10.2. The Buyer shall pay invoices in full and in cleared funds by the end of the month
following the month of invoicing (without set-off or counterclaim). If the Buyer fails to
make a payment when due then, without limiting any other remedy available to the
Seller, then interest may be charged on overdue amounts, on a daily basis, at 4% above
the UK base rate, as speci昀椀ed by the Bank of England from time to time.
7.9.
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 pro昀椀t), costs, damages, charges and
expenses incurred by the Seller as a result of cancellation.
10.3. Should the Buyer become overdue on any credit account provided by the Seller, payment
for ALL Goods supplied on credit shall become immediately due on demand, overriding
any previous credit arrangements and the Seller shall be entitled to cancel all Contracts
or suspend further deliveries to the Buyer.
8. DETERMINATION OF CONTRACT
8.1.
If the Buyer shall make default in or commit a breach of the Contract or any other of
its obligations to the Seller, or if any distress or execution shall be levied upon the
Buyer’s property or assets, or if the Buyer shall make or offer to make any arrangement
or composition with creditors or commit any act of bankruptcy, or if any petition
or receiving order in bankruptcy shall be presented or made against the Buyer, or
if the Buyer shall be a limited company and any resolution or petition to wind up
such company’s business (other than for the purpose of a solvent amalgamation
or reconstruction) shall be passed or presented, or if a receiver of such company’s
undertaking, property or assets or any part thereof shall be appointed, or if the Buyer
ceases or threatens to cease to carry on business, the Seller shall have the right forthwith
to determine any Contract then subsisting and upon written notice of such determination
being posted by it to the Buyer’s last known address any subsisting Contracts shall
be deemed to have been determined and, without prejudice to any claim or right the
Seller might otherwise have, all sums payable by the Buyer to the Seller shall become
immediately due and payable notwithstanding any previous agreement or arrangement
to the contrary.
9.
RISK AND TITLE – THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
9.1.
Risk in the Goods shall pass to the Buyer on Delivery.
9.2. Title to the Goods shall not pass to the Buyer until the Seller receives payment in full (in
cash or cleared funds) for the Goods and all other sums which are or which become due
to the Seller from the Buyer for the Goods.
9.3. Until title to the Goods has passed to the Buyer in accordance with clause 9.2 the Buyer
shall:
9.3.1. store the Goods separately from all other goods held by the Buyer so that they remain
readily identi昀椀able as the Seller’s property; and so that the order number and order date
of the Goods are clearly displayed and identi昀椀able;
9.3.2. not remove, deface or obscure any identifying marks or packaging on or relating to the
Goods; and
9.3.3. maintain the Goods in a satisfactory condition and keep them insured on the Seller’s
behalf for their full price against all risks with an insurer that is reasonably acceptable
to the Seller. The Buyer shall obtain an endorsement of the Seller’s interest in the Goods
on its insurance policy, subject to the insurer being willing to make the enforcement. On
request the Buyer shall allow the Seller to inspect the Goods and the insurance policy.
9.4. Subject to clause 9.5 the Buyer may resell or use the Goods in the ordinary course of
business (but not otherwise) before the Seller receives payment for the Goods. However,
if the Buyer resells the Goods before that time: –
9.4.1. it does so as principal and not as the Seller’s agent;
9.4.2. title to the Goods shall pass from the Seller to the Buyer immediately before the time at
which resale by the Buyer occurs; and
9.4.3. the Buyer shall hold all proceeds of sale of the Goods on trust for the Seller until such
time as payment is made in accordance with clause 10.
9.5.
10.4. The Seller shall be entitled to recover the Purchase Price, notwithstanding that Delivery
may not have taken place and the property in the Goods has not passed to the Buyer. The
time of payment of the Purchase Price shall be of the essence of the Contract.
10.5. Should the Seller be required to enforce these Conditions against the Buyer (including,
without limitation, to recover the Purchase Price of the Goods), then the Buyer shall
indemnify the Seller against all costs and expenses (including professional and legal
costs and expenses on a full indemnity basis) suffered or incurred by the Seller arising
out of or in connection with the Seller enforcing these Conditions.
11. ALTERNATIVE DISPUTE RESOLUTION
11.1. The parties shall consider using alternative dispute resolution techniques for any dispute
or difference arising out of or in connection with the Contract before seeking a remedy
through the courts.
12. GENERAL
12.1. The Seller shall have in its sole discretion the absolute right to vary or amend these
Conditions as it sees 昀椀t from time to time.
12.2. Unless expressly accepted in writing by the Seller, any quali昀椀cations or amendments
to these Conditions contained in any written or printed document of the Buyer shall be
deemed to be inapplicable.
12.3. Where the Seller acts as a data controller (as de昀椀ned in the General Data Protection
Regulation ((EU) 2016/679) or any successor legislation to it), it shall do so in accordance
with its privacy notice. The Seller’s privacy notice is available on request and may also be
viewed on its website at www.navigatormsl.com.
12.4. If any provision or part-provision of these Conditions is or becomes invalid, illegal or
unenforceable, it shall be deemed modi昀椀ed to the minimum extent necessary to make it
valid, legal and enforceable. If such modi昀椀cation is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modi昀椀cation to or deletion of a provision or
part-provision under this clause 12.4 shall not affect the validity and enforceability of the
rest of the Contract.
12.5. If any provision or part-provision of these Conditions is invalid, illegal or unenforceable,
the parties shall negotiate in good faith to amend such provision so that, as amended, it
is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended
commercial result of the original provision.
12.6. A waiver of any right or remedy under the Contract or law is only effective if it is in writing
and shall not be deemed a waiver of any subsequent breach or default. No failure or delay
by a party to exercise any right or remedy provided under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of that or any other right or
remedy.
12.7. Contracts shall be interpreted in accordance with and governed by the laws of England.
Subject to clause 11.1, the Buyer agrees to submit to the exclusive jurisdiction of the
English courts.
If, before title to the Goods passes to the Buyer, the Buyer becomes subject to any of the
events listed in clause 8.1, then, without limiting any other right or remedy the Seller may:
–
9.5.1. require the Buyer to deliver up the Goods to the Seller; and
9.5.2. may enter any premises of the Buyer or of any third party where the Goods are stored and
recover the Goods.
9.6. Without prejudice to any other right or remedy available to the Seller under these
Conditions or by law in the event the Goods have been sold to a third party in accordance
with clause 9.4 and the Buyer fails to pay any sums due to the Seller in accordance with
clause 10.2 the Buyer hereby grants a lien to the Seller over the Other Goods and the Seller
may enter the Buyer’s premises or the premises of any third party where the Buyer stores
any Other Goods and recover any Other Goods up to the value of all sums outstanding
from the Buyer to the Seller.
9.7.
The Buyer shall be responsible for and indemnify the Seller for all costs, losses and
expenses (including any legal fees or other professional expenses) incurred by the Seller
in enforcing the provisions of this clause 9.
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