1. In these terms and conditions the following expressions shall
bear the following meanings:-
(i) "the Company" shall mean Brow Well Fisheries Ltd. and/or
Costa Spring Hatchery Ltd and/or any company which is for the time being
a subsidiary of any of the aforementioned Companies within the meaning
of Section 796 of the Companies Act 1985 or any statutory re-enactment
or modification thereof for the time being in force
(ii) "the Goods" shall mean any product including live fish fish eggs
(or any sundry equipment or foodstuffs) sold or supplied by the Company
to the Customer
(iii) "the Customer" shall mean the person firm or company placing the
order for goods with the Company whether orally or in writing. The Customer
contracts with the Company as principal whether or not the Customer
turns contracts as agent on behalf of its own client or customer
2. Title to the Goods
Until payment is made in full by the Customer to the Company
for the Goods then:-
(i) The Goods shall remain the property of the Company but the risk
therein and all liabilities to third parties in respect thereof hereinafter
called "the risk and liabilities" shall pass to the Customer on delivery
if delivery is made by the Company. If however delivery is made by a
carrier or other third party, the risk and liability passes to the Customer
on delivery to or collection by the carrier or other third party and
if the Customer himself collects the Goods, the risk and liability passes
at the time of such collection
(ii) The Customer may sell the Goods in the normal course of its business
but it shall hold and persue claims for the proceeds of their sale equal
to the price of the Goods for and on behalf of the Company
(iii) If the Customer shall become insolvent or bankrupt or make any
composition or arrangement with creditors or being a company shall have
a receiver appointed or enter into liquidation whether voluntarily or
compulsorily or if any execution or distress shall be levied against
the Customer's goods then the Company shall have the right to recover
possession of the Goods the property in which has been retained under
this clause and the Company or its duly authorised representatives shall
have the right to enter the premises where the Goods are kept for this
purpose
(iv) Delivery by the Company shall take place when the Goods are delivered
by the Company to the enclosure or other such place specified by the
Customer and agreed by the Company prior to delivery
(v) Until such time as title to the Goods passes to the Customer the
Customer shall store the Goods separate and distinct from goods belonging
to the Customer and from such goods supplied or owned by persons other
than the Company in such a way that makes them readily and clearly identifiable
as the Goods of the Company
3. Prices and Payment
(i) The Customer is liable to pay the Company's charges for
the Goods at the rate previously negotiated or otherwise that prevailing
from time to time in the Company's current price list. All prices quoted
by the Company are subject to the addition of Value Added Tax and other
excise, tax, impost or duty at the rate prevailing at the time of supply
of the Goods
(ii) Prices shown in any price lists are subject to alteration by the
Company without prior notice
(iii) The Company's invoices are due for payment 14 days after presentation
of the invoice ("the due date") whether or not the invoice has been
received by the Customer
(iv) Any invoices outstanding at the due date are subject to interest
at the rate of 5% above the current base rate of Barclays Bank PLC.
Failure to raise an invoice in respect of interest shall not be deemed
to constitute a waiver of the Company's right to recover the same
4. The Company's Obligations
(i) Any delay in or failure by the Company of any of its obligations
shall not constitute default or give ride to any claim for damages
(ii) If the Customer fails to make any payment to the Company on the
due date as hereinbefore defined or has a receiver appointed or a winding
up is commenced or the buyer (being an individual) has a receiving order
made against him or enters into any composition or arrangement with
his creditors (or if there shall be any breach by the Customer of any
of these conditions) the Company may cancel or refuse to make any further
delivery of Goods without prejudice to any remedy which the Company
may have under these conditions
(iii) Any time quoted for delivery is an estimate only and the Company
will not be liable for any losses or damages arising as a result of
late or non-delivery
(iv) Without prejudice to the generality of the foregoing, the Company
will use its best endeavours to fulfil its obligations regarding the
supply and delivery of the Goods and its other obligations hereinunderbut
shall nonetheless have the right to cancel delivery or to reduce the
amount delivered or agreed to be due to circumstances beyond the control
of the Company including (but not limited to) disease drought pollution
and the failure of egg supplies
(v) Without prejudice to the generality of the foregoing in no circumstances
whatsoever is the Company liable for consequential loss (including loss
of profits)
(vi) Within 7 days of after delivery the Customer shall notify the Company
(and any carrier) (in writing otherwise by a qualified signature on
any delivery note) of any short delivery in a consignment of or damage
to the Goods or any alleged defect in such Goods. In such an event the
Company may at its option consider such claims and make good the shortfall
but only if the Customer complies with this condition
(vii) Without prejudice to the generality of the foregoing, the Company
undertakes that it will take all reasonable and normal steps to ensure
that the Goods are free from any contamination but so long as it has
complied with its obligation in the clause, it shall not be liable to
the Customer in the event that all or any of the Goods are found to
be subject to contamination and in the event that contamination does
occur or has occurred the Company shall not be liable to the Customer
in any way. In the clause the word "contamination" shall include, but
not be limited to, disease, unfitness for rearing or resale or consumption
5. Jurisdiction
These conditions are made and shall be construed in accordance
with the Laws of England and either with the Keighley District Registry
of the High Court or at the Company's election and if the claim is within
the monetary competence of the Skipton County Court shall be conclusively
deemed to have jurisdiction. Any proceedings commenced by the Company
pursuant to the provisions of these terms and conditions shall not without
the agreement in writing of the Company or its Solicitors be subject
to the Customer's local or any other Court, and the parties hereto irrevocably
submit themselves to the Courts granted jurisdiction by this clause
6. Application of Terms
(i) Previous dealing between the Company and the Customer shall
not vary or add to or replace these terms or any of them
(ii) Acceptance of Goods from the Company shall be conclusive evidence
before any Court that these terms alone apply to the supply by the Company
of the Goods
7. General
Any service performed by the Company for the Customer shall
be subject to the condition set out above and no variation of these
conditions shall be valid unless in writing and signed by a duly authorised
officer of the Company
Terms of Trading of Brow Well Fisheries Ltd./Costa Spring Hatchery Ltd
(Edition July 1997)