Terms & Conditions
“Company” shall mean Fox Corrugated Machinery (UK) Limited
“Purchaser” shall mean any party whether an individual, partnership or company (incorporated or otherwise) which is introduced as a buyer to a Seller of Machinery
“Seller” shall mean any party whether an individual partnership or company (incorporated or otherwise) who is disposing of machinery to a Purchaser
“Machinery” and “Machine” shall mean one or more machines being sold by the Seller to a Purchaser or Purchasers or in respect of which the Company has been requested to locate a Purchaser
“Brokerage” shall mean the service undertaken by the Company to enable the Seller to sell Machinery to a Purchaser under these Terms and Conditions.
- Application of Terms and Conditions
By requiring the Company to list and seek buyers for Machinery the Seller shall be deemed to have accepted these Terms and Conditions
By requesting or allowing its name as a buyer or potential buyer to be put forward to a Seller or by requesting the Company to locate Machinery the Purchaser shall be deemed to have accepted these Terms and Conditions
These Terms and Conditions shall apply as between the Company and the Seller and the Purchaser in relation to the Brokerage by the Company and in relation to the contract between the Seller and the Purchaser for the sale and purchase of Machinery and shall not be varied except with the express written agreement of the Company.
- Obligations of the Company
The Company shall use all reasonable endeavours in the ordinary course of its Brokerage business to conclude a contract between the Seller and the Purchaser for each item of Machinery desired to be sold by the Seller or desired to be purchased by a Purchaser at a price acceptable to the Seller and the Purchaser
The Company undertakes to inform the Seller in such manner as it sees fit as soon as reasonably practicable that a binding agreement has been entered into with the Purchaser.
The Company shall account to the Seller for purchase monies received after deduction of banking and other contractual financial costs incurred by the Company and the Company's charges in accordance with these Terms and Conditions.
The Company shall provide all reasonable assistance to the Seller and the Purchaser in the performance and management of the contract for the sale and purchase the Machinery provided nevertheless the Machinery shall be sold on an “as is where is” basis and the Company its officers and employees shall have no liability for any action, negligence or breach of contract by any engineering, freight or other companies or persons introduced by the Company to the Seller and/or the Purchaser.
- Relationship with Seller and Indemnity
The Company shall be the Seller's agent for the purpose of entering into a binding agreement with the Purchaser and for receipt of the purchase monies but for no other purpose whatsoever except as set out in these Terms and Conditions
The Seller acknowledges that any information concerning the Machinery which it gives to the Company may be disclosed to the Purchaser (except information which the Seller expressly requires to be kept confidential) without any liability on the part of the Company for the accuracy of such information.
The Seller acknowledges that the Company may enter into a binding agreement with the Purchaser in such manner as the Company sees fit including, without limitation, the acceptance of a deposit from the Purchaser, the issue of a Confirmation of Order or the issue of an invoice to Purchaser by the Company. Any attempt by the Seller to withdraw from the agreement or to dispose of the relevant Machinery to any other party will constitute a breach of contract by the Seller notwithstanding that at that time the Seller may not have been specifically notified that a binding agreement had been entered into with the Purchaser. In the event that the Seller withdraws equipment/machinery from the market, the Company reserves the right to charge an administration fee of £500 to the Seller.
The Seller undertakes to indemnify the Company its officers and employees from and against all losses costs expenses actions claims and demands by the Purchaser and any third party arising from or in connection with the performance by the Company of its duties or the exercise of its rights hereunder including (without limitation) any payments made by the Company on legal advice to settle any such action claim or demand.
- Relationship with the Purchaser and Exclusion of Warranties
The Purchaser acknowledges that the Company is the agent of the Seller for the purpose of entering into a binding agreement with the Purchaser for the sale and purchase of Machinery, and that the Company incurs no legal responsibility or liability in respect of the agreement between the Seller and the Purchaser.
The Purchaser acknowledges that any information given by the Company to the Purchaser is without responsibility on the part of the Company and that the Company is not authorised to make any representations relating to the Machinery to induce the Purchaser to agree to buy the Machinery. Any statements concerning the Machinery shall for all purposes be construed only as “invitations to treat” and there shall be no express of implied warranty that such statements be incorporated into the contract or that they are true.
There is specifically excluded any warranties which might otherwise be implied by law relating to the state and condition of the goods, their location, merchantability or fitness for the Purchaser's purpose (whether or not such purpose is made known to the Company). The Purchaser must satisfy itself as to these matters by means of its own enquiries and investigations and if necessary through obtaining its own independent advice of professional advisers (of which the Company is not one).
If an invoice is issued by the Company to the Purchaser in respect of the Machinery agreed to be sold the Purchaser acknowledges that such an invoice is issued on behalf of the Seller and the Company does not (unless expressly stated in writing to contrary by the Company) claim or purport to have any right title or interest in the Machinery.
- Direct dealings between the Seller and the Purchaser
The Seller and the Purchaser undertake to the Company that once an introduction has been effected by the Company neither of them shall exclude or attempt to exclude the Company from the transaction.
The Seller and the Purchaser undertake to inform the Company forthwith if they enter into direct dealings and in particular if they enter into any binding agreement in respect of any Machinery.
- Brokerage fees
The Company shall be entitled to a fee from the Seller in respect of the Brokerage hereunder immediately upon the Seller and the Purchaser entering into a binding agreement in respect of the Machinery, and this applies whether the agreement is concluded by the Company as the Sellers agent or by the Seller itself or by some other person on the Sellers behalf. The fee shall be immediately due and payable and shall remain payable notwithstanding that by agreement or by default the contract for the sale and purchase of the Machinery shall be cancelled or fail to be performed in whole or in part by either the Seller or the Buyer.
The fee payable under Clause 7.a. shall be calculated in accordance with the Company's current rates for Brokerage from time to time. The fee is exclusive of any applicable Value Added Tax which shall be payable in addition.
The Company shall be entitled (but not obliged) to deduct the whole or any part of its fee from any purchase monies paid by the Purchaser to the Company notwithstanding that the Company may not at that stage have issued to the Seller an invoice in respect of its fee.
The Company shall have a general right of set off allowing the Company to deduct from any monies due to the Seller from the Company the whole or any part of any sums due from the Seller to the Company.
- Conditions Incorporated in the Contract Relating to the Sale and Purchase of the Machinery
The following terms and conditions shall (unless otherwise agreed by the Company in writing) be deemed to be incorporated into the Contract between the Seller and the Purchaser whether or not the Company is the Sellers agent for the purpose of entering into that contract and the Seller and the Purchaser acknowledge that these provisions are in whole or in part for the protection of the Company and that failure to comply with them may result in loss to the Company and entitle the Company to claim for such loss against the Seller and/or the Purchaser:-
All monies payable by the Purchaser shall be paid to the Company who shall receive the same as agent for the Seller.
All payments to be made by the Purchaser shall be paid in the currency of the Seller, unless otherwise agreed in writing by the Seller
All banking and other contractual financial costs shall be borne by the Seller who shall account accordingly
The Seller shall not deliver or allow the Purchaser to take delivery, and the Purchaser shall not dismantle nor take or attempt to take delivery, of the whole or any part of the Machinery unless and until the whole of the purchase price therefor has been paid in cleared funds by the Purchaser or the Company has received from the Purchaser an acceptable confirmed irrevocable letter of credit.
The Machinery is sold to the Purchaser “as is where is” which expression the parties acknowledge to be a standard term in the machine industry meaning that the Purchaser places no reliance on any information given by the Seller or the Sellers agent and there is excluded from the contract between the Seller and the Purchaser any warranty express or implied relating to the state and condition of the Machinery, its merchantability or fitness for the Purchaser's purpose (whether or not such purpose was made known to the Seller or the Seller's agent) and further that the Purchaser is solely responsible for the safe removal of the Machinery from the Sellers or any third party's premises, furnishing the Seller with all necessary insurance cover and indemnifying the Seller from all losses claims and demands in any way arising from the actions of the Purchaser its employees or agents in connection with the dismantling removal and transport of the Machinery.
Title in the Machinery and each and every part thereof shall remain with the Seller until the whole of the purchase price has been paid in cleared funds in accordance with the contract.
- Associates of the Company
The Company is associated with persons or corporations (Associates) in which it or its major shareholders are partners or shareholders and accordingly any of its obligations and any of its rights may be performed or exercised by any of such Associates as the Company may from time to time decide.
In addition the Company shall be entitled to appoint any person as its sub-agent for the performance of any of its obligations hereunder but such appointment shall not create any contractual or other legal relationship between the Seller and/or the Purchaser on the one hand and such sub-agent on the other and neither shall have any rights against the other.
- Law and resolution of disputes
This contract shall be governed by the laws of England.
Any dispute arising under or in connection with these Terms and Conditions shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of any party by the President of the North-Yorkshire Chamber of Commerce.