TERMS AND CONDITIONS.
1. The Seller shall sell and the Purchaser shall buy the Goods (as invoiced) in accordance with any written quotation of the Seller which is accepted by the Purchaser, or any written order of the Purchaser which is accepted in writing by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made, by the Purchaser.
2. 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 the Contract the Purchaser acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
3. No order which has been accepted by the Seller may be cancelled by the Purchaser except with the agreement in writing of the Seller and on terms that the Purchaser shall indemnify the Seller in full against all loss (including loss of profit) costs (including the cost of labour and materials used) damages charges and expenses incurred by the Seller as a result of cancellation.
4. The price of the Goods shall be the Seller's quoted price (subject to variation as hereinafter mentioned) which (unless otherwise expressly stated) are quoted exclusive of Value Added Tax and any other sale or purchase tax at any time in force, F.O.B. the Company's premises and charges for all transport and carriage are to be paid by the Purchaser.
5. Where the Goods to be supplied by the Seller are new the following provisions shall have effect: (a) This agreement and the delivery of the Goods shall be subject to any terms and conditions which the Manufacturer or Concessionaire may from time to time lawfully attach the supply of the Goods or the re-sale of such Goods by the Seller, and the Seller shall not be liable for any failure to deliver the Goods occasioned by the Sellers inability to obtain them from the Manufacturer or Concessionaire or by his compliance with such terms and conditions. A copy of the terms and conditions currently so imposed by the Manufacturer or Concessionaire may be inspected at the Seller's premises and has been made available to the Purchaser.
(b) The Seller undertakes that he will ensure that the pre-delivery work specified by the Manufacturer or Concessionaire (if any) is performed and that the Seller will use all reasonable endeavours to obtain for the benefit of the Purchaser from the Manufacturer or Concessionaire any warranty or guarantee given by the Manufacturer or Concessionaire in respect of the Goods.
(c) If after the date of the order for the Goods and before delivery of the Goods to the Purchaser the Manufacturer's or Concessionaire's recommended price for the Goods shall be altered the Seller shall give notice of such alteration to the Purchaser and in the event of the Manufacturer's or Concessionaire's recommended price for the Goods shall be increased (by reason of currency fluctuations, cost of materials or labour taxation or duties) the Seller shall give notice of such increase to the Purchaser and the amount of such increase which the Seller intends to pass to the Purchaser shall be notified to the Purchaser and the Contract price shall be increased by the amount specified by the Seller.
(d) In the event that the Manufacturer of the Goods ceases to manufacture goods of that type, the Seller may (whether or not the estimated delivery date has arrived) by notice in writing to the Purchaser cancel the Contract.
6. Subject to any special terms agreed in writing between the Seller and the Purchaser, the Seller shall be entitled to invoice the Purchaser for the Contract price for the Goods at any time the Seller has notified the Purchaser that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
7. (a) Delivery of the Goods shall be made by the Purchaser collecting the Goods at the Seller's premises at any time after the Seller has notified the Purchaser that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
(b) The Seller will endeavour to secure delivery of the Goods by the estimated delivery date (if any) but 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. The Seller shall not be obliged to fulfil orders in the sequence in which they are placed and where the Goods are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by the Seller to deliver anyone or more of the instalments in accordance with these conditions or any claim by the Purchaser in respect of anyone or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
8. If the Purchaser shall fail to take and pay the Contract price for the goods within 14 days of notification that the Goods have been completed for delivery, the Seller shall be at liberty to treat the Contract as repudiated by the Purchaser and thereupon the deposit shall be forfeited without prejudice to the Seller's right to recover from the 'Purchaser by way of damages any loss or expense which the Seller may suffer or incur by reason of the Purchaser's default together with interest (both before and after any judgment) on any such loss or expense at the rate of 6 % per annum above Barclays Bank pic base rate from time to time until payment of such loss and expense is made in full.
9. (a) The Goods shall remain the property of the Seller until the Contract price has been discharged in full. A cheque given by the Purchaser in payment of the Contract price shall not be treated as a discharge until the same are cleared funds.
(b) Risk of damage to or loss of the Goods shall pass to the Purchaser.
(i) In the case of the goods to be delivered at the Seller's premises at the time when the Seller notifies the Purchaser that the Goods are available for collection or
(ii) In the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery or (if the Purchaser wrongfully fails to take delivery of the Goods), the time when the goods are dispatched by the Seller.
10. Where the Seller agrees to allow part of the price of the goods to be discharged by the Purchaser delivering a used boat/engine to the Seller such allowance is hereby agreed to be given and received and such used boat/engine is hereby agreed to be delivered and accepted as part of the sale and purchase of the goods and upon the following further conditions:
(a) (i) that such used boat/engine is the absolute property of the Purchaser and is free from all encumbrances.
(ii) that such used boat/engine is the subject of a hire purchase agreement or other encumbrance capable of cash settlement by the Seller in which case the allowance shall be reduced by the amount required to be paid by the Seller in settlement thereof;
(b) that if the Seller has examined the said used boat/engine prior to his confirmation and acceptance of this order the said used boat/engine shall be delivered to him in the same condition as at the date of such examination (fair wear and tear excepted)
(c) that such used boat/engine shall be delivered to the Seller on or before delivery of the goods to be supplied to him hereunder and the property in the said used boa/engine shall, thereupon pass to the Seller absolutely.
(d) that without prejudice to (c) above such used boat/engine shall be delivered to the Seller within 14 days of notification to the Purchaser that the goods to be supplied by the Seller have been completed for delivery.
(e) that if the goods to be delivered by the Seller through no default on the part of the Seller shall not be delivered to the Purchaser within 30 days after the date of this order or the estimated delivery date where that is later the allowance on the said used boa/engine shall be subject to reduction by an amount not exceeding two and one half per cent for each completed period of 30 days from the date of the expiry of the first mentioned 30 days to the date of delivery to the Purchaser of the goods. In the event of the nonfulfilment of any of the foregoing conditions other than (e) the Seller shall be discharged from any obligation to accept the said used boat/ engine or to make any allowance in respect thereof and the Purchaser shall discharge in cash the full price of the goods to be supplied by the Seller which the Seller shall not be obliged to deliver until payment is made in accordance with this contract.
11. Any notice given hereunder must be in writing and sent by post to the residence or place of business of the person to whom it is addressed and shall be deemed to have been received in due course of post.
12. Notwithstanding the provisions of this agreement the Purchaser shall be at liberty before the expiry of 7 days after notification to him that the goods have been completed for delivery to arrange for a finance company to purchase the goods from the Seller at the price payable hereunder. Upon the purchase of the goods by such finance company, the preceding clauses of this agreement shall cease to have effect but any used boat/engine for which an allowance was there under agreed to be made to the Purchaser shall be bought by the Seller at a price equal to such allowance upon the conditions set forth in Clause 10 above (save that in (c) (d) and (e) thereof all references to "delivery' or "delivered" in relation to "the goods" shall be construed as meaning delivery or delivered by the Seller to or to the order of the finance company and the Seller shall be accountable to the finance company on behalf of the Purchaser for the said price and any deposit paid by him under this agreement.