The Terms of Trade of SMC NI Limited trading as SMC, (hereinafter called ‘The Company’) Unit 6 & 7, Carrowreagh Business Park, Dundonald, Belfast BT16 1QT, Northern Ireland
. All Orders, in whatever terms, are accepted subject to the following condition which no person in the employment of or acting in any way as agent of the company, or purporting so to do, has power to vary. Previous dealings between the company and any customer shall not vary or replace these terms or be deemed in any circumstances so to do. Acceptance of the goods by a customer shall be conclusive evidence between any court of law or arbitrator that these terms apply.
The intending purchaser acknowledges that before entering into an agreement for the purchase of any goods from the company he has expressly represented and warranted that he is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for winding up of the company or apply for the appointment of an administrator or exercise any other rights over or against the company’s assets.
- The acceptance by the company of any order for goods shall constitute an agreement to sell the goods and not a sale of them and no title to the said goods shall pass to the intending purchaser by reason of delivery or acceptance of the same.
- The company shall remain the sole and absolute owner of the goods until such time as the agreed price of the goods have been paid to the company by the intending purchaser. Until such time the intending purchaser shall be the bailee of the goods for the company and shall store them upon his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the company.
- Goods the subject of an agreement by the company to sell shall be at the risk of the intending purchaser as soon as they are delivered by the company to his vehicle or his premises or otherwise to his order.
- The intending purchaser’s right to possession of the goods shall cease at whichever is the earliest of the following dates:
(a) On the expiration of the agreed period of credit, if any
(b) If he, not being a company, commits an act of bankruptcy, make a proposal to his creditors for a composition under section 110 of the Insolvency Act 1985 or does anything which would entitle a petition of the bankruptcy order to be made.
(c) If the intending purchaser, being a company, does anything or fails to do anything which would entitle a receiver to take procession of any assets or which would entitle any person to present a petition for bankruptcy order for an administration order.
- If a company, the intending purchaser or any director thereof shall not apply to the court under section 29 (1) of the insolvency Act 1985 for the appointment of an administrator without giving fourteen days’ notice to the company. From the date of the said notice, the intending purchaser shall not be entitled to remain in procession of any of the company’s goods.
- The company may for the purpose of recovery of its goods enter upon the premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
- In the case of any purchaser who is not a company, the purchase price shall be payable in two instalments, namely 50% on receipt of the goods and the balance thereof at the end of such time as may be separately agreed or in default of agreement days after delivery of the goods.
- The intending purchaser shall be at liberty to incorporate the company’s goods into another product or chattel subject to the condition that if goods the property of the company are admixed or united in a way with those of the intending purchaser, the product thereof shall become and /or shall be deemed to be for all purposes to be the property of the company. If goods the property of the company are admixed or united in a way the property of any person or persons other than the intending purchaser or are processed with or incorporated therein, the product thereof shall become and shall be deemed for all purposes to be owned in common with that other or those other persons.
- On the sale to a sub-purchased of any product, goods or chattels to which to company’s goods have been attached or been incorporated, the proceeds therefore shall be held in trust for the company, shall not be mingled with other monies and shall be paid into any overdrawn bank account but shall be paid into a fiduciary account for the company with the intending purchaser’s banker who shall be advised that the intending purchaser hold the entire proceeds of sale to a sub-purchaser as trustee for the company and not until payment to the company of the agreed price shall he be entitled to transfer and other monies to any other account. The company shall be entitle to any interest earned on the fiduciary account.
- If a receiver be appointed to the intending purchaser and at the time thereof the intending purchaser shall not have received the proceeds for sale, the intending purchaser of the receiver as agent for the intending purchaser, shall assign to the company within seven days all rights against the person or persons to whom the goods have been sold.
- If a receiver or manager or any other person acting for the intending purchaser fails to return any goods the property of the company, the return of which has been demanded in accordance with these conditions, he shall pay the company as agreed and liquidated damages for detinue and/or conversation, treble the agreed price of the goods; and if any such person shall fail to assign to the company any rights against a third person as required by a clause 8 hereof, he shall be liable to payment to the company plus interest thereon at AIB Bank PLC base rate plus 5 per centum until the company shall receive the whole of the monies due.
- If a receiver or manager or any other person acting on behalf of the intending purchaser shall in any way seek to impugn the company’s title to the said goods, or shall seek to claim that this condition sale amounts to a charge on the intending purchaser’s assets, heshall pay to the company as agreed and liquidated damages for slander of title, treble the agreed price of the said goods.