Osporto Trading Company Ltd
Terms and Conditions of Sale

396 High Street, Lincoln, LN5 7SS

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www.osporto.co.uk

1: Terms of Contract

Osporto Trading Company Ltd sells the goods ('Goods', which expression shall as the context admits refer to all or any of such Goods) exclusively upon the terms set out below (the 'Terms'). The 'Customer' shall refer to any person, firm, company or other organisation placing an order for any Goods. The placing of an order or acceptance of the Goods is deemed to constitute an agreement to observe and be bound by the Terms and any concession, latitude or waiver that may be or may have been allowed by the Company at any time shall not prevent the Company subsequently exercising is full rights under the Terms.

2: Orders and availability of Goods

All orders should be sent direct to Osporto Trading Company Ltd. Orders must be in writing and can be sent by post, fax or e-mail. Telephone orders must be confirmed in writing by post, fax or e-mail.

Goods are offered subject to availability at the time the Company receives the Customer's order.

3: Prices

Prices quoted subject to change without prior notice to the Customer. Unless otherwise agreed Goods will be invoiced at the price ruling at the date of each order.

Prices given by the Company do not include Value Added Tax which will be charged to the Customer in addition for all goods supplied within the UK at the current rate.

4: Carriage and Packing

Carriage costs will be charged extra on all orders. This will be set out as a separate charge from the order.

Delivery of the Goods shall take place at such place as may be agreed in writing between the Customer and the Company and after payment for goods has been received in full unless agreed otherwise.

Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice.  If no dates are so specified, delivery shall be within a reasonable time.

Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Agreement.

If for any reason the Customer fails to accept delivery of any of the Goods when they are delivered or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:

 

risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company’s negligence);

the Goods shall be deemed to have been delivered;  and

 

the Company may store the Goods until actual delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

The Company may deliver the Goods by separate instalments.

Each instalment shall be a separate Agreement and no cancellation or termination of any one Agreement relating to an instalment shall entitle the Customer to repudiate or cancel any other Agreement or instalment.

 

5: Non-delivery

The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Customer gives written notice to the Company of the non-delivery within 48 hours of the date when the Goods would in the ordinary course of events have been received.

Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.

6: Payment Terms and Overdue Accounts

For new customers, and until such time as an approved account has been opened, the Company will require orders to be paid for in full at the time of placing the order and before despatch. Payment can be made by cheque or BACS.

Time for payment to the Company is of the essence of this Agreement.

Terms of credit can be applied for after 3 orders with Osporto. Full terms and conditions of credit will be provided upon application.

 

7: Shortages, Damage, Returns

Shortages and damages in transit must be notified to us no later than 3 working days after receipt of the Goods. We cannot accept any claims after this time.

Goods must be signed for as damaged, parcels pilfered or broken open. Generally not examined; will not be concise enough to claim. Non delivery of goods must be notified to us within 10 days of receipt of our invoice. Failure to adhere to these terms could jeopardise
any claim with our carriers.

The Company shall be under no obligation to accept returned Goods (unless such Goods breach any warranty or are found to be faulty) but may in its absolute discretion do so by prior agreement with the Customer. If the Company does so agree then the Customer must return such Goods carriage paid and provide the Company with details of the relevant invoice if possible. The Company reserves the right to impose a handling charge of 30% of the invoiced value of returned Goods and (if the Customer has not already paid the relevant invoice) such handling charge (if imposed) must be paid forthwith upon return of the Goods and the Company's acceptance of such returned Goods shall be conditional upon prompt payment thereof.

For the avoidance of doubt the Company shall not be responsible for the acts or omissions of any carrier.

8: Force Majeure

The Company shall not be liable to the Customer for any inability to perform or delay in performing any of its obligations hereunder where such inability or delay as aforesaid is caused (directly or indirectly) by any event or circumstance beyond the Company's reasonable

from its negligence or the negligence of any servant or agent (but not independent contractor) of the Company, or failure of a manufacturer to maintain the supply of the Goods.

Notwithstanding anything else contained in these Terms, in no circumstances shall the Company be liable to the Customer, either in contract or in tort, for any indirect, incidental or consequential loss suffered by the Customer on account of any act or omission on the part of the Company. 'Consequential loss' shall include loss of profit, goodwill or any other financial loss, any payment made or due to any third party, and any loss of damage caused to any property belonging to the Customer or any third party.

9: Risk and Title

Risk in the Goods shall pass to the Customer at the time the Goods are consigned to the carrier for delivery to the Customer.

Notwithstanding delivery and the passing of risk in the goods, title and property in the Goods including full legal and beneficial ownership shall remain with the Company until the Company has received cleared funds payment in full for all Goods delivered to the Customer under this and all other contracts between the Company and the Customer, for which payment of the full price of the Goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the Company and the Customer under
which the Goods were delivered.

Until full legal and beneficial ownership has passed to the Customer, the Customer as bailee shall keep them safe, insured and separate and identifiable from all other Goods in the Customers' possession. If moneys on any account become overdue, the Company may
(in addition to any other rights they may have) enter any land or buildings where the Goods are located and repossess the Goods and the Customer grants the Company an irrevocable licence so to do.

The Customer may resell the goods before full legal and beneficial ownership has passed to the Customer only where (a) that sale is effected in the ordinary course of business at full market price and (b) it is a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale and (c) the Customer shall account to the Company for the proceeds of the sale and shall keep all such proceeds separate from any of the Customer's or any third party, money or property.

The Customer's right to possession of the goods shall terminate immediately and the Company may terminate the Customer's contract immediately if

A)        the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the Court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any Court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer;  or

B)        the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Agreement or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade. 

C)        the Customer encumbers or in any way charges any of the Goods.

The Customer shall not be entitled to pledge in any way, charge by way of security for any indebtedness any of the goods which remain the Company's property, but if the Customer does so, all moneys owing by the Customer to the Company shall (without affecting any other right or remedy of the Company) immediately become due and payable.

The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.

The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or, where the Customer’s right to possession has terminated, to recover them.

Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.

On termination of the Agreement, howsoever caused, the Company’s (but not the Customer’s) rights contained in this condition shall remain in effect.

10: General

The Customer shall not assign any benefit or burden of these Terms.

The clause headings in these Terms are for ease of reference only and shall not affect their interpretation.

The Company shall be entitled to despatch goods comprised in an order by one or more instalments and to issue an invoice in respect of each such instalment. If at any time Goods remain undespatched the Company shall be entitled by notice in writing to cancel the remainder of the order and neither party shall be under any obligation to the other in respect there of following such cancellation.

No variation or addition to the Conditions will be recognised by the Company unless accepted and confirmed by the Company in writing.

11: Law

There terms shall be governed and construed in accordance with the laws of England to the non exclusive jurisdiction of whose courts the Customer agrees to submit