Terms and Conditions of Sale

1    Interpretation

“The Seller” means Kieft & Sons Ltd.  “The Buyer” means the person, firm or company whose order for the goods is accepted by the Seller.

2    Scope of Conditions

These Conditions of Sale and the provisions appearing in any order acknowledgement represent the entire agreement between the Seller and the Buyer to the exclusion of any other provision contained in any other document issued by either party.
The exercise by the Seller of any right pursuant to the Conditions of Sale shall be without prejudice to any other right available to it whether hereunder or under general law.

3    Formation of Contract

The placing of any order by the Buyer shall be deemed to constitute an offer to purchase.
Formation of the contract shall be complete on the despatch by the Seller of a writer acknowledgement of the order.
The Seller reserves the right to decline any offer to purchase.

4    Availability

All goods are offered for sale subject to availability and satisfactory crops.  The Seller shall be under no liability whatsoever for any failure or delay performing the contract.  The Seller reserves the right to substitute goods of a similar nature and quality to the goods that are ordered, and which are otherwise unavailable.

5    Defects and Warranty

The Buyer shall inspect the goods at time of delivery and shall notify the Seller in writing of any complaints of shortages within seven days after the day of delivery. 
For the purposes of this sub-clause time shall be of the essence.  If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the goods and the Seller shall have no liability to the Buyer and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
Weights shown in any documents issued by the Seller at the weights of goods at the date of packing.  In the case of most goods weight loss will continue after packaging and no warranty is given or is it to be implied as to the weight of such goods at the date of delivery or thereafter.  The seller shall promptly follow up any such notice as aforesaid made by the buyer and on a claim being substantiated to the Seller’s reasonable satisfaction shall either replace the defective goods free of charge or (at the Sellers discretion) shall make the Buyer an appropriate allowance in the price therefore.
The Buyer accepts the express benefits conferred on the Buyer in these Conditions of Sale as representing the entire responsibility and liability of the Seller to the Buyer and further accepts such benefits in lieu and to the exclusion of every condition term or warranty whether express or implied statutory or otherwise as to the description quality or condition of any of the goods supplied by the Seller.

6    Cancellation

Should the Buyer for whatever reason cancel any contract the Seller in lieu of pursuing a claim for damages may as its option charge the Buyer 80% of the monetary value of the contract which sum the Buyer hereby acknowledges and accepts as a pr-estimate of the minimum damages which will or are likely to be suffered by the Seller in the event of such cancellation.

7    Prices

Prices in the Seller’s Catalogue are correct at the time of going to press but are subject to variation and the Seller reserves the right to increase its prices at any time prior to delivery by giving notice to the Buyer.
Prices are exclusive of Value Added Tax.  Prices are ex warehouse.

8    Payment

Payment shall be made within 30 days of invoice date unless otherwise agreed in writing.  All and any costs, expenses and charges incurred in the collection of overdue accounts will be charged to the recoverable from the Buyer.  The Seller reserves the right to withhold deliveries under this contract until all and any outstanding payments under this or any other contract with them by the Buyer have been received and reserves a lien upon and the right to sell or otherwise dispose of all goods the subject of the contract whether appropriate to it or not in respect of any such payments.

9    Delivery

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.
Where goods are delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these conditions of sale at any claim by the buyer in respect of any one or more instalments shall not entitle the Buyer as a whole as repudiated and further  the Buyer shall have no right of set off against any monies due to the seller under that or any other.
If any doubts, please ask at time of ordering.

10    Risk and Property

Risk of damage to or loss of the goods shall pass to the Buyer
In the case of goods to be collected by the Buyer at the time when the goods are loaded onto the collecting vehicle or in the case of goods to be delivered at some other place for delivery by the Seller at the time of delivery or if the Buyer wrongfully fails to take delivery of the goods the time when the Seller has tendered the delivery of the goods.
Notwithstanding delivery and the passing of risk in the goods or any other provision of these Conditions of Sale the property in the goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the goods agreed to be sold by the Seller to the Buyer for which payment is then due.
Until such time as the property in the goods passes to the Buyer the Buyer shall hold the goods as the Seller’s fiduciary agent and bailee and shall keep the goods separate from those of the Buyer and third parties and property stores protected and insured and identified as the Seller’s property.  Until that time the Buyer shall be entitled to resell or use the goods in the ordinary course of business but shall account to the Seller for the proceeds of sale otherwise the goods whether tangible or intangible including insurance proceeds and shall keep all such proceeds separate from any monies or property of the Buyer and third party where the goods are stored and repossess the goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness and of the goods which remain the property of the Seller but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

11    Insolvency of Buyer

This clause applies if: 
The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation on reconstruction
or
An encumbrance takes possession or a receiver is appointed of any of the property or assets of the Buyer, or the Buyer ceases or threatens to cease to carry on the business or fails to make any payment under this contract on the due date or the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly. 
If this clause applies then without prejudice to any other rights or remedy available to the Seller the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12    General

These Conditions of Sale and the contract shall be subject to and construed in accordance with English Law.