The following terms and conditions shall (unless expressly varied in writing) apply to any contract of sale entered into between Humancare (The Seller) and a customer of the Seller (The Buyer).
(a) Unless otherwise agreed in writing, the Buyer shall be bound to accept goods ordered by him on notification that they are ready for delivery. If the Buyer fails to take delivery, the Seller shall be entitled:
(i) to treat the contract as at an end and to re-sell goods; or
(ii) to invoice the goods whereupon payment in full shall become due forthwith and
(iii) to charge at rates giving an economic return for the handling and storage of such goods from the invoices date to the eventual date of delivery to the Buyer or disposal elsewhere under the power of sale referred to above. The Buyer shall be liable for insurance of such goods from the date on which he is notified that the goods are ready for delivery onwards.
(b) The Seller shall not be liable to the Buyer for any failure to deliver or delay in delivery howsoever arising and the Seller shall in no circumstances be liable for any consequential loss arising from such delay. Any date of delivery given by the Seller or his agent shall be deemed to be an estimate only.
(c)If goods are contracted to be delivered in installments, late delivery of one installment shall not entitle the Buyer to reject any other installment under the same contract.
(d) Any complaint of short delivery or of damage to goods in transit must be notified in writing by the Buyer to the Seller within 24 hours of receipt of the goods. Where any valid claim in respect of any of the goods which is based on any deficit in the quality or condition of the goods or their failure to meet specification is notified to the Seller in accordance with these terms and conditions, the Seller shall be entitled to replace the relevant goods free of charge or at the Seller’s sole discretion refund to the Buyer the price of the relevant goods in exchange for the return of the goods but the Seller shall have no further liability to the Buyer in this regard. Any complaint of failure to deliver any goods must be so notified within 10 days of receipt of invoice.
(a) The goods comprised in this contract remain the property of the Seller (although the risk therein shall have passed to the Buyer at the point when delivery begins).
(b) the Seller may recover those goods at any time from the Buyer if in his possession, if the Seller judges that the amount outstanding from the Buyer on the general statement of account between the parties is in excess of the credit limit the Seller is willing to accord to the Buyer, and for that purpose the Seller, his servants and agents may enter upon any land or building in the occupation of the Buyer upon which the goods are situated.
(c) If the Buyer incorporates the goods into other products with the addition of his goods or those of others or uses such goods as material for other products (with or without such addition) the title to those other products is upon such incorporation or use ipso facto transferred to the Seller, and the Buyer as bailee for them for the Seller will store the same for the Seller in a proper manner without charge to the Seller.
(d) Notwithstanding the obligations of the Seller to store goods under these terms and conditions, the Buyer shall have the right to dispose of the goods in its business whose title remains or vests under these terms and conditions with the Seller for the account of the Seller and to pass that good title to the goods to his customer being a bona fide purchaser for the value without notice of the Seller’s rights.
(e) In the event of such disposal, the Buyer has the fiduciary duty to the Seller to account to the Seller for the proceeds but may retain therefrom an excess of such proceeds over the amount outstanding under these terms and conditions or under any sales contract.
(i) Should any sum owing by the Buyer to the Seller be overdue whether under the same or any other contract.
(ii) Should the Buyer be in any breach of any term of the same or any other contract with the Seller.
(iii) Should the Buyer enter into any composition or arrangement with or for the benefit of its creditors or be adjudicated a bankrupt or (if a body corporate) should it go into liquidation either voluntary or otherwise or have a receiver appointed over all or any of its assets.