Terms And Conditions Of Sale

1. Orders are accepted subject to these terms and conditions only, unless an agreement, in writing, to the contrary is signed by a Director of Cocoba Ltd (hereafter, the Seller).

2.1. Where stated, the price quoted includes cost of delivery and insurance to the point of delivery at the buyer’s premises. Refer to our Price List for minimum order quantities and minimum carriage paid orders. A separate quotation will be given when a timed delivery is requested.

2.2. The price of the goods will be that specified in the Cocoba price list current at the time of delivery.

2.3. The Seller will use its best endeavours to comply with delivery dates, but such dates are estimates only, and no guarantee is given, nor shall such delivery dates be a term or condition of the Contract and time shall not be of the essence in respect thereof.

2.4. Should the Buyer wish to make time of the essence, the Buyer shall give the Seller at least 72 hours’ notice.

2.5. The Seller shall accept no liability of any nature whatsoever for failure to meet delivery dates, and such failure shall not entitle the Buyer to repudiate or cancel this contract.

3.1. Prices are (unless otherwise stated) quoted net of all taxes, import duties and levies, which may from time to time be levied by any Government, Statutory Body or Local Authority, and such additions (if any) shall be charged at the rate prevailing on the date of delivery or invoice, as the case may be.

3.2. In the event of the Seller incurring any increase in materials, packaging, insurance or transportation costs, or any costs which are beyond its control, it reserves the right, upon giving written information, to increase its prices and such prices shall thereupon become payable by the Buyer in respect of any goods already ordered.

4.1. Notwithstanding delivery of any goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid.

4.2. The Buyer may sell or use the goods sold under the contract in the normal course of business and the Seller consents to such sale or use, providing that the Buyer may only sell or use the goods unless and until the Buyer:
(i) commits an act of bankruptcy;
(ii) goes into liquidation whether voluntary or compulsory;
(iii) makes an arrangement with the buyers creditors;
(iv) has a receiver appointed over the Buyer’s assets;
(v) receives a written demand from the Seller to pay overdue sums owed to the Seller.

4.3. The Seller may recover and dispose of any goods in which the Seller has retained the property under this clause and may enter upon the premises where such goods may be for the purpose upon the happening of any of the events referred to above.

4.4. The Buyer agrees to store all goods that remain the property of the Seller in such a way that they are readily identifiable
as such.

4.5. Notwithstanding the provisions herein, the goods shall be at the risk of the Buyer from the time when they are delivered to the Buyers premises, or are available for collection by the Buyer or cease to be in the possession of the Seller, and in particular, when they are delivered into the possession or custody of a carrier, forwarding agent, warehouseman or other bailee or agent, for the purpose of transmission, whether or not such person contracts with, or is instructed by, the Seller or the Buyer.

5.1. For approved account customers, payment shall be made within a maximum of 30 days of delivery to the Buyers

5.2. The said period of 30 days shall be of the essence of the contract.

5.3. If the Buyer does not pay on the day when the payment is due, the Seller shall be entitled to interest from the date due until payment is made at the rate of 3% above Bank Of England plc Base Rate at the time of being and in addition any additional collections costs incurred.

5.4. The Buyer shall not be entitled to withhold payment of any amount payable under this contract to the Seller because of a disputed claim of any nature, nor shall the Buyer be entitled to set o" against any amount payable under this Contract to the Seller.

5.5. Where payment in full in respect of any consignment is not made on or before the due date, the Seller shall have the right to retain any further goods which may be due for delivery, until such time as the outstanding amounts are paid in full together with such amounts the Seller, in its discretion may request on account of the prices of the goods awaiting delivery.

5.6. Payment shall become due immediately upon the occurrence of any of the following:
(i) Noncompliance by the Buyer with any statutory demand pursuant to the Insolvency Act 1986, or any subsequent
amendment thereof;
(ii) The appointment of a Receiver over the Buyer’s assets;
(iii) The Buyer goes into liquidation whether voluntary or compulsory;
(iv) The issue of execution or distress against the goods or the property of the Buyer;
(v) The Buyer makes an arrangement with the Buyer’s Creditors.

6.1. No claim shall be made by the buyer against the Seller in respect of visible faults unless notice thereof is given to the Seller within 48 hours of delivery, and such notice is confirmed in writing within seven days of delivery to the Buyer´s premises.

6.2. No claim shall be made by the Buyer against the seller in respect of invisible faults unless notice thereof is given in writing and sent to the Seller’s premises within seven days of removal of the goods from the Buyer’s premises.

6.3. In respect of both visible and invisible faults, the Seller shall be under no liability whatsoever unless the Seller, having been given the opportunity to inspect the goods, has been unable to replace any found to be defective within seven days of receipt of notice given. Faulty goods so replaced shall be redelivered to the Seller on request.

6.4. Any notice required to be given to the Seller under this condition, shall be in writing sent by recorded delivery or by facsimile.

7.1. The Seller shall not be liable for any loss of profit, or of contracts, and the Buyer indemnifies the Seller against any such

7.2. The Seller shall not be liable for any damage or loss incurred by the Buyer in respect of any goods which have been made up or processed in any way after the same have been delivered to the Seller.

7.3. All further claims for damages, howsoever arising, are hereby expressly excluded.

7.4. All warranties or conditions, statutory or otherwise, as to the quality or the fitness of the goods for any particular
purpose, whether known to the Seller, or not, are excluded.

8. In the event of any order being cancelled by the Buyer, the Buyer shall indemnify the Seller against all loss (including profits), costs (including labour and overheads) and all other expenses and damages incurred by the Seller in connection with the order, and its cancellation.

9. The Seller reserves the right on accepting orders to deliver (whether in any particular weight range of the goods ordered or in the total number of goods ordered) such numbers of the goods as shall not vary by more or less than 5% (either more or less) from the number ordered and the Buyer shall pay to the Seller for the number so delivered.

10. The Seller shall not be liable in damages or otherwise for delay or non-delivery by reason of lock-outs, strikes, riots, malicious damage, labour disturbances, trade disputes, Government action, fire, floods, breakdown of machinery, or any other cause whatsoever beyond the Seller’s control. Delay or non-delivery so occasioned shall within 72 hours of the happening of the event causing it, be notified in writing by the Seller to the Buyer specifying the numbers of proportion of the goods in respect of which delay or non-delivery has arisen or will arise, and the Buyer may, by notice in writing dispatched within 72 hours, rescind the contract in respect of such numbers or proportion of the goods. The Buyer shall accept such numbers or proportion of the goods as the Seller is able to deliver at the time fixed for delivery at the price quoted and/or accepted. The Seller shall be the sole judge of whether it is able to deliver any and if so what part of the goods.

11. Where an order is referred to as a “special deal” the buyer will accept that such orders are for goods over which the Seller has no control as to quality, description, quantity or standard of packaging and the Seller shall not be responsible in respect thereof.

12. No goods shall be returned without the prior written approval of the Seller. A handling charge of 25% of the invoiced value shall apply unless goods are returned as a result of an error by the Seller. Credit cannot be given for returned goods that have been price marked by the Buyer.

13. This Contract shall be governed by the Laws of England and Wales.

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