These Terms of Sale and Delivery shall apply for all sales made by Tican (Chilled) Ltd. (“Tican”) unless otherwise agreed in writing.
1. Terms of delivery:
The terms of delivery are INCOTERMS 2010: EX WORKS, Tican, unless otherwise specified in Tican’s offer.
2. Terms of payment:
Terms of payment are cash on delivery in GBP, unless otherwise agreed in writing.
Payment shall be effected directly to a UK bank account assigned by Tican. Any transfer costs are irrelevant to Tican.
If payment is not made at the date of maturity, interest of 1.5 per cent pr. month of the total amount due will be charged until payment takes place.
At the same time Tican reserves the right to cancel and/or put orders from customers on hold until Tican’s total outstanding amount has been paid.
3. Retention of title:
Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with Tican until Tican has received payment for the goods.
4. All monies:
Notwithstanding delivery and the passing of risk, property in and title to the goods shall remain with Tican until Tican has received payment of the full price of (a) all Goods and/or Services the subject of the Contract and (b) all other goods and/or services supplied by Tican to the buyer under any contract whatsoever. Payment of the full price shall include, without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between Tican and the buyer.
Tican constantly aims at observing the agreed times of delivery. The buyer shall be informed of any delay.
If time is of the essence, the buyer can terminate the agreement. In that case the buyer shall forward a written request to Tican demanding delivery within 8 days. The request cannot be forwarded to Tican earlier than after expiry of the time of delivery.
The customer is not entitled to claim damages or other remedies for breach of contract from Tican as a consequence of the delay.
The risk in the goods shall pass to the buyer on delivery of the goods.
Any claim regarding quality or quantity of Tican’s goods shall be forwarded to Tican as soon as possible and no later than 48 hours after delivery.
The quantity (net weight) stated at a signed shipping document shall be the true and correct weight as agreed between the buyer and Tican.
Any deviation between the agreed quantity and the delivered quantity shall be adjusted proportionally to the total purchase price.
In case of a defect representatives from Tican shall have access to inspect the total lot. If the parties cannot agree on the causes or the scope of the defects the matter shall be referred to an independent internationally recognised authority for clarification of the questions including gathering of evidence related to the case.
Tican has the right to replace the defective goods.
If Tican has not received a complaint within the stated time-limit or if the buyer does not allow Tican to inspect the goods, the buyer loses the right to rely on the non-conformity of the delivered goods.
On receipt of the goods the buyer shall inspect the goods before use. If the goods are to be used in the buyer’s production the buyer shall inspect the production continuously to ensure that any defects in the goods supplied are discovered as soon as possible.
If the buyer complains wrongfully the buyer shall pay all Tican’s documented hotel and travelling expenses incurred in connection with inspection of the delivery as well as all costs related to the independent inspection.
Tican’s liability is limited to the circumstances stated above. Tican shall not be held responsible for any loss caused by the defects including loss of profits, loss of earnings and other financial consequential losses.
In all circumstances Tican’s liability is maximised to the invoiced value of the goods sold.
7. Product liability
The buyer shall indemnify Tican against any liability incurred towards a third party for such damage and loss, which Tican is not liable towards the buyer.
Unless otherwise prescribed by mandatory statutory provisions of English law Tican shall not be liable for damages caused by the products sold:
a) to real estate or chattels occurring while the buyer has possession of the goods
b) to products produced by the buyer or to products forming part of the products sold
Tican shall not be held liable for loss of profits, loss of earnings or other financial consequential losses.
The mentioned liabilities are not excluded in case of gross negligence from Tican.
In the event that a third party makes a claim for damages against one of the parties in accordance with this clause the party shall inform the other party about this without undue delay.
The buyer shall let himself be subject to litigation or arbitration at the same court which considers claims for damages against Tican based on damage or loss caused by the products sold by Tican.
However, the mutual relations between the buyer and Tican shall always be settled by the agreed arbitration in accordance with Tican’s General Terms of Sale and Delivery.
8. Reusable packaging
Tican reserves the right to invoice the buyer for reusable packaging including EUR-pallets, plastic pallets, plastic big boxes and plastic cases, racks of metal or plastic as well as metal and plastic hooks.
9. Exemption of liability and force majeure
The following circumstances shall exempt Tican from liability as well as release Tican for their obligations to fulfil the agreement:
Strikes, lock-outs, business interruptions, delayed delivery from sub-suppliers and similar events shall prolong the time of delivery proportionally.
Wars, civil unrest, terror, natural disasters and similar events beyond the control of the parties including shortage of raw materials, confiscation, currency restrictions and intervention by the authorities shall entitle Tican to cancel any offer and outstanding orders in full or in part.
The party claiming force majeure shall inform the other party by e-mail and telefax or courier letter no later than 7 days after the occurrence of the force majeure. The party shall send an official statement from the local chamber of commerce to substantiate the occurrence of the force majeure. The substantiation shall be sent no later than 4 weeks after the party has claimed force majeure.
Any dispute between the parties pertaining to sale made by Tican shall be settled pursuant to the laws of England.
Efforts shall always be made to settle disputes out of court. If the dispute cannot be settled amicably the dispute shall be settled by the courts in England.