TERMS & CONDITIONS
GENERAL:
a) In these conditions ‘Buyer’ means the person whose order for the Goods is accepted by TRACTORS AND STUFF LLC, ‘Goods’ means the goods (including any installments of the goods or any part of them) TRACTORS AND STUFF LLC is to supply in accordance with the Conditions, ‘TRACTORS AND STUFF LLC’ means “TRACTORS AND STUFF LLC” (registered in FLORIDA under no. L06000122881). ‘Conditions’ means the standard terms and conditions of sale as set out in this document and (unless the contract otherwise requires) includes any special term or conditions agreed in writing between the Buyer and TRACTORS AND STUFF LLC, ‘Contract’ means a contract for the purchase and sale of the Goods, ‘Writing’ includes telex, cable, facsimile transmission, e-mail and comparable means of communication.
b) These Conditions with such special conditions as may be specified on the face of TRACTORS AND STUFF LLC's order acknowledgement are the only conditions upon TRACTORS AND STUFF LLC is prepared to deal with the Buyer and they solely govern any contract arising out of TRACTORS AND STUFF LLC's quotation and order acknowledgement to the exclusion of any other expressed or implied conditions.
FORMATION OF CONTRACT:
a) No contract shall be formed until the Buyer’s order has been accepted in Writing by TRACTORS AND STUFF LLC through order acknowledgement. Any quotation in whatever form given to the Buyer is given subject to these Conditions and does not constitute an offer to sell.
b) No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and TRACTORS AND STUFF LLC.
c) Any representations, advice or recommendation made or given by TRACTORS AND STUFF LLC or its employees or agents to the Buyer or its employees or agents concerning the Goods or as to the storage, application or use of the Goods which is not confirmed in writing by TRACTORS AND STUFF LLC if followed or acted upon entirely at the Buyer’s own risk, and accordingly TRACTORS AND STUFF LLC shall not be liable for any such advice or recommendation which is not so confirmed.
d) 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 TRACTORS AND STUFF LLC shall be subject to correction without any liability on the part of TRACTORS AND STUFF LLC.
ORDERS AND SPECIFICATIONS:
a) The Buyer shall be responsible TRACTORS AND STUFF LLC for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving TRACTORS AND STUFF LLC any necessary information relating to the goods within a sufficient time to enable TRACTORS AND STUFF LLC to perform the Contract in accordance with its terms.
b) The quantity, quality and description of and any specification for the Goods shall be those set out in TRACTORS AND STUFF LLC's quotation or TRACTORS AND STUFF LLC's acknowledgement of the Buyer’s order.
c) If the Goods are to be manufactured or any process is to be applied to the goods by TRACTORS AND STUFF LLC in accordance with a specification submitted by the Buyer, the Buyer shall indemnify TRACTORS AND STUFF LLC against all loss, damages, costs and expenses awarded against or incurred by TRACTORS AND STUFF LLC in connection with or paid or agreed to be paid by TRACTORS AND STUFF LLC in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from TRACTORS AND STUFF LLC's use of the Buyer’s specification.
PRICE:
a) All prices are quoted exclusive of Value Added Tax and are subject to the addition of Value Added Tax at the appropriate rate where applicable.
b) The price of the Goods shall be TRACTORS AND STUFF LLC's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in TRACTORS AND STUFF LLC's published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by TRACTORS AND STUFF LLC without giving notice to the Buyer.
c) TRACTORS AND STUFF LLC reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to TRACTORS AND STUFF LLC which is due to any factor beyond the control of TRACTORS AND STUFF LLC (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labor, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give TRACTORS AND STUFF LLC adequate information or instructions.
PAYMENT:
a) Supply of Goods Only or services: For non Credit Account Buyers payment will be made by direct bank transfer, against pro-forma invoice. Goods will only be released from stock upon clearance of payment. For Credit Account Buyers, unless otherwise agreed in writing, payment will be made by the Buyer for each consignment of Goods not later then the last day of the month following the month in which the Goods are delivered or collected.
b) All payments will be made by the Buyer to TRACTORS AND STUFF LLC in full without any deduction, discount or set off unless otherwise agreed in writing by TRACTORS AND STUFF LLC.
c) If any payment is not made by the Buyer by the due date, TRACTORS AND STUFF LLC shall be entitled:
i) to charge interest on the outstanding amount at the rate of 4 per cent above TRACTORS AND STUFF LLC's Bank’s Base Rate accruing daily;
(ii) to require payment in advance of delivery of undelivered Goods;
(iii) to suspend further deliveries whether under the Contract or otherwise and without incurring any liability whatever to the Buyer for delay or non performance;
(iv) to terminate the Contract.
DELIVERY AND STORAGE:
a) Delivery of each consignment of Goods shall be made to the place and in the manner designated by the Buyer when placing the order.
b) If Goods are to be collected, the Buyer will arrange for the same to be collected within fourteen days of TRACTORS AND STUFF LLC giving notice to the Buyer that the Goods are ready for collection. The Buyer will give TRACTORS AND STUFF LLC at least two clear working days notice of the time and manner of proposed collection.
c) Unless otherwise expressly agreed in Writing any delivery or completion times indicated by TRACTORS AND STUFF LLC in its quotation are business estimates only and TRACTORS AND STUFF LLC will not be liable to the Buyer for any loss or damage sustained by the Buyer as a result of TRACTORS AND STUFF LLC failure to comply with such delivery or completion times.
d) If for any reason beyond TRACTORS AND STUFF LLC's control the Buyer is unable to accept delivery at the specified date TRACTORS AND STUFF LLC shall be entitled to submit a claim for payment as if delivery had taken place. TRACTORS AND STUFF LLC will also be entitled to be paid the amount of any additional loss and expense arising from the delay. TRACTORS AND STUFF LLC will store Goods at the Buyer’s expense pending acceptance of the Goods by the Buyer.
e) The Buyer shall be responsible for providing labor and equipment at the delivery point for the unloading of vehicles. TRACTORS & STUFF LLC will not be liable for shortages or for Goods damaged during transit unless written notice is given by the Buyer to both TRACTORS AND STUFF LLC and the Carriers within three days of receipt of the Goods and unless a reasonable opportunity is given to inspect the Goods and unless a claim is made by the Buyer in writing within seven days after the termination of the transit.
f) TRACTORS AND STUFF LLC shall be entitled to delay, suspend or cancel deliveries if the Buyer becomes bankrupt or makes any agreement or composition with his Creditors or goes into liquidation (otherwise than voluntarily for reconstruction or amalgamation purposes) or if a receiver is appointed. These rights may also be exercised by TRACTORS AND STUFF LLC (at its absolute discretion) TRACTORS AND STUFF LLC doubts the credit worthiness of the Buyer.
RISK AND PROPERTY:
a) In the event that the goods are to be delivered by TRACTORS AND STUFF LLC to a place nominated by the Buyer, the risk therein shall pass to the Buyer when the Goods are tendered for delivery at that place.
b) In the event that the Goods are to be collected by the Buyer from TRACTORS AND STUFF LLC's premises, the risk therein shall pass to the Buyer when they are loaded onto the Buyer’s vehicle or onto the vehicle of the Buyer’s carrier or other agent or at such time as they are available for loading onto that vehicle and would have been loaded onto it had the Buyer duly collected them.
c) The Buyer shall be solely responsible for ensuring that the Goods are adequately stored in dry accommodation under cover and in accordance with TRACTORS AND STUFF LLC's recommendations after the risk therein has passed to the Buyer, and TRACTORS AND STUFF LLC shall not be responsible for any loss or damage or deterioration of the Goods from whatever cause arising.
d) Until all sums due under this contract and for all other Goods agreed to be sold for which payment is then due have been received in cleared funds by TRACTORS AND STUFF LLC the Goods shall remain the property of TRACTORS AND STUFF LLC who shall be entitled to re possess all or any of the Goods if at any time the Buyer has defaulted in any payment or if in the reasonable opinion of TRACTORS AND STUFF LLC the credit standing of the Buyer has been impaired, and TRACTORS AND STUFF LLC may enter onto any land of the Buyer for the purpose of so repossessing the goods.
e) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as TRACTORS & STUFF LLC's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as TRACTORS AND STUFF LLC's property, but shall be entitled to resell or use the goods in the ordinary course of business.
FORCE MAJEURE:
a) TRACTORS AND STUFF LLC shall not be liable for any loss or damage caused by delay in the performance or non performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever beyond TRACTORS AND STUFF LLC's reasonable control including, but not limited to: any act of God; war; civil disturbance; requisitioning; governmental or parliamentary restrictions; strike, lockout or trade disputes (whether involving TRACTORS AND STUFF LLC's employees or those of any other person); difficulties in obtaining labour or materials; breakdown of machinery; fire; or accident. Should any such event occur TRACTORS AND STUFF LLC may cancel or suspend this Contract without incurring any liability for any loss or damage thereby occasioned.
DELAY OCCASIONED BY THE BUYER:
a) The Buyer shall promptly furnish all designs, templates, information and instructions necessary for TRACTORS AND STUFF LLC to be able to undertake the work in performance of the Contract.
b) The Buyer will be liable to TRACTORS AND STUFF LLC for all extra cost, loss and damage suffered by TRACTORS AND STUFF LLC in the event of any suspension or disruption of work resulting in whole or in part from any instructions, lack of instructions, interruptions, overtime, unusual hours of work, or delays on the part of the Buyer.
CANCELLATION:
a) No order which has been accepted by TRACTORS AND STUFF LLC may be cancelled by the Buyer except with the agreement in Writing of TRACTORS AND STUFF LLC and on terms that the Buyer shall indemnify TRACTORS AND STUFF LLC in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by TRACTORS AND STUFF LLC as a result of cancellations.
WAIVER:
a) No waiver by TRACTORS AND STUFF LLC of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.