Terms and Conditions of Sale - Term Paper Example

Contract This agreement entered into this the 13th day of November 2008 between Messrs O.L.D. MacDonald’s Organics, represented by its sole owner Mr. Oliver Liam Dew ,(hereinafter called “the seller” which term shall purport to include his heirs , successors, and authorized representatives) having his principal office at 113, 14th Avenue, …. City, Queensland and Messrs The Little Free Range Farm, represented by its sole owner Mr. R. David, (hereinafter called the “purchaser” which term shall purport to include his heirs, successors, and authorized representatives), having his Principal office at 95, Bradford Street, ….City, Queensland.1 Whereas the seller is dealing in organic animal feed (hereafter called “feeds”) and has been approached by the purchaser for his requirement of the feeds for use in his Little Free Range Farm, and where as the said the parties herein having discussed and mutually agreed on the terms and conditions of the deal and decided to reduce the same in writing, the said parties hereby enter into a contract on the following terms and conditions of sale. TERMS AND CONDITIONS OF SALE 1. The purchaser shall purchase from the seller a quantity of 500 kilos of Organic Chicken Feed and 1000 kilos of Organic Cattle Rice Bran per month for a period of one year from the date of coming into force of this agreement. 2 The purchaser hereby accepts the prices offered by seller @ $ 5 per kg of Organic Chicken Feed and @ 6.50 per kg of Organic Cattle Rice Bran Feed. 3 The said prices in clause 2 above are ex-warehouse of the seller and Government levies such as General Sales Tax and any other applicable levies prevailing on the date of delivery shall be extra over and above the quoted prices herein in clause 2 above. 4 The monthly deliverable quantities mentioned in clause 1 above may vary from month to month up to a maximum 20% more or less per month provided the purchaser notifies the seller of any variation in quantities at least one week prior to due dates of delivery. In the absence of any such notice from the purchaser, the quantities to be supplied by the seller shall be as stipulated in clause 1 above. 5 The seller shall deliver the ordered quantities on the first Monday of every month at the Little Free Range Farm and the purchaser shall pay the seller extra $100 as delivery charges for each consignment. 6 The purchaser may insure the goods at his own cost for any damage to, partial or total loss of the consignment dispatched by the seller from time to time. 7 The seller shall not be responsible for any damage to or loss of the consignment in transit and his responsibility for any damage to or loss of the consignment shall cease once the goods leave his warehouse. 8 The purchaser shall make up the shortfall if any in the off take of the stipulated quantities within the period of contract of one year failing which the he shall pay the seller the difference in price of 10% of the contracted value of quantity short purchased. 9 The purchaser shall make payment to the seller within a week of supply on receipt of invoice from the seller, failing which interest @18% p.a shall be charged by seller. 10 The purchaser shall furnish a bank guarantee in favor of the seller for a sum of $10,000 for his due performance of the contract. 11 The payment shall be by way of account payee demand draft favoring O.L.D. MacDonald’s Organics, payable at Queensland. Bank charges if any shall be borne by the purchaser. 12 The purchaser may stop the supply if purchaser does not make payment before the next delivery become due or may insist on enhancement of the bank guarantee amount to cover the outstanding dues under the contract. And the purchaser shall have the right to invoke the bank guarantee if the purchaser does not make payment within a period of 90 days from the date of supply. 13 The seller shall have the entire title to the feeds supplied and delivered to the purchaser until the purchaser settles the invoices in full. 2 14 The seller warrants that the feeds described in clause 1 above shall be of 100 % organic quality. The technical specifications of the feeds which the actual supply should comply with are attached herewith as annexure 1 & 2 to this contract. 15 The feeds supplied under this contract are warranted by the seller to be stable in quality for a maximum period six months (warranty period) from the date of manufacture as displayed in the label and mentioned on the seller’s relative invoice. It is made clear by seller that there is no other express warranty made by the seller and no affirmation, action, or words whatsoever on the part of the seller shall be deemed to a warranty.3 16 The test reports of the seller for each batch of feeds supplied by him shall accompany each consignment. 17 If quality is found to be not 100% organic, the purchaser shall have the right to reject the supply and terminate the contract forthwith and claim for damages from the seller for losses incurred if any on account of deficiency in quality. While deciding the quality variation up to 3 % +/- of the stipulated percentage shall be permissible. 18 The purchaser shall bring to the notice of the seller any such deficiency in quality within one week of delivery. The seller shall take back the rejected goods at his own cost without any claim what so ever from the purchaser. 19 The seller shall not have any liability to neither purchaser nor anyone else whatsoever on account of use or resale of the feeds by the purchaser arising out of negligence on his part. This however does not exclude seller’s liability arising on account of death or personal injury caused by the use of the feeds due to the negligence of seller, or his workers.4 20 In the event of dispute in quality raised by the purchaser, a representative sample shall be drawn from the supply in the presence of the seller and sent for testing by an independent approved testing laboratory and their test report shall be final as regards quality. 21 The purchaser agrees that in the event of the seller willing to extend the period of contract for a further period of one year, the latter shall supply the feeds on the same terms and conditions provided further the seller notifies the purchaser of extension at least one month in advance. 22 The seller shall have the right to increase the prices during the period of contract as a result increase in the rates customs and/or excise duties and that purchaser may accept or reject the increase without any liability for termination of contract. 23 The seller and the purchaser mutually agree that unless otherwise specified, the act and rules of Sales of Goods Act 1895 amended up-to-date shall apply for any dispute arising out of this contract. 24 The seller and purchaser further agree that this agreement is subject to termination due to ‘force majeure” incidents or beyond their control such as strikes, lock outs, political unrest, non supply due to embargoes on raw materials from abroad , deaths etc but not shall not be due to want of funds.5 25 The seller and purchaser agree that “time is of the essence of this contract.”6 26 The purchaser hereby agrees that neither he nor his employees shall disclose the confidential data regarding the quality and specification of the feeds or any other confidential information he receives during course this contract or afterwards without the consent of the seller. 7 27 Both the seller and purchaser agree that feeds shall be supplied in accordance with the conditions of this contract and any change in these conditions or technical specifications of the feeds shall not be valid unless expressly agreed in writing by the seller and purchaser.8 28 Notwithstanding the terms and conditions of this contract, either of the party herein may end this agreement if the other makes any arrangement with its creditors, becomes bankrupt, decides to terminate its business itself, faces proceedings from its mortgagee if any, for entry into his business for possession and ultimate disposal of its properties, and is faced with any liquidation proceedings of the official liquidator or any other appropriate authority. 9 29 The transactions arising out of this contract shall be subject to the jurisdiction of Queensland Courts of law. 30 It is agreed between the seller and purchaser that in the event of differences and disputes arising out this contract during the course of execution or after the execution, either party may refer the disputes and differences to Arbitration to be conducted by an Arbitrator agreeable to both the parties. Otherwise court appointed arbitrator at the instance of either of the parties, shall take over to settle the dispute. The decision of the arbitrator shall be final except as may be prescribed under the Arbitration and Reconciliation Act & Rules 1996 as amended up-to-date. 31 The seller and the purchaser mutually agree that they shall uphold the ethics of organic farming and retailing in the interest of promotion of organic foods.10 In witness whereof, the seller and purchaser affix their signatures here below against their names on this day 13th day November 2008 in the presence of witnesses as below. Seller (Oliver Liam Dew) Messrs O.L.D. MacDonald’s Organics Witnesses 1 2 Purchaser (R.David) Messrs The Little Free Range Farm Witnesses 1 2 Annexure 1 & 2 vide clause 14 Read More