Terms and Conditions of Sale
1.1 In these Conditions the following words have the following meanings:
Buyer: the person(s), firm or company who purchases the Goods from Eurocan;
Contract: any contract between Eurocan and the Buyer for the sale and purchase of the
Goods, incorporating these Conditions;
Delivery Point: the place where delivery of the Goods is to take place under condition 4;
Goods: any goods agreed in the Contract to be supplied to the Buyer by Eurocan (including
any part or parts of them);
Eurocan: Eurocan Sales & Service Ltd, Registered Company Number 02892394;
New Goods: any new machine or other new goods supplied by Eurocan;
Order: an order set out in an Order Form which has been accepted by Eurocan in
accordance with this Agreement. Each Order shall constitute a separate Contract;
Order Form: an order placed by the Buyer in the agreed form;
Rebuilt Machine: goods previously used by another person and offered to Buyer on sight or
by photograph within a quotation. All parts of the Machine are audited by Eurocan, worn
parts are replaced with new or rebuilt parts, and the machine is cleaned and painted;
Refurbished Machine: goods previously used by another person and offered to Buyer on
sight or by photograph within a quotation. The Machine is audited by Eurocan and all major
Used Machine: goods previously used by another person and offered to Buyer on sight or by photograph within a quotation with no remedial work done by Eurocan.
1.2 In these Conditions references to any statute or statutory provision shall, unless the
context otherwise requires, be construed as a reference to that statute or statutory
provision as from time to time amended, consolidated, modified, extended, re-enacted or
1.3 In these Conditions references to the masculine include the feminine and the neuter and
to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under clause 2.3 the Contract will be on these Conditions to the
exclusion of all other terms and conditions which the Buyer purports to apply under any
purchase order, confirmation of order, specification or other document. Any further Orders
placed by the Buyer will be on these Conditions unless otherwise specified by Eurocan.
2.2 Save for payment terms contained within the invoice delivered by Eurocan, no terms or
conditions endorsed upon, delivered with or contained in the Buyer's purchase order,
confirmation of order, specification or other document will form part of the Contract simply
as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all Eurocan’s sales and any variation to these Conditions and
any representations about the Goods shall have no effect unless expressly agreed in
writing and signed by an authorised signatory of Eurocan. Nothing in these Conditions will
exclude or limit Eurocan’s liability for fraudulent misrepresentation.
2.4 Each Order Form for Goods issued by the Buyer to Eurocan shall be deemed to be an
offer by the Buyer to purchase Goods subject to these Conditions.
2.5 No Order Form placed by the Buyer shall be deemed to be accepted by Eurocan until a
written acknowledgement of order is issued by Eurocan or (if earlier) Eurocan delivers the
Goods to the Buyer, at which time a binding order is made (the “Order”).
2.6 The Buyer must ensure that the terms of its Order Form and any applicable specifications
are complete and accurate.
2.7 Any quotation is given on the basis that no contract will come into existence until Eurocan
despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period
of 30 days only from its date, provided that Eurocan has not previously withdrawn it.
3.1 The description of the Goods shall be as set out in Eurocan’s quotation.
3.2 All photographs, drawings, descriptive matter, specifications and advertising issued by
Eurocan and any descriptions or illustrations contained in Eurocan catalogues or
brochures are issued or published for the sole purpose of giving an approximate idea of
the Goods described in them. They will not form part of this Contract. In relation to Rebuilt,
Refurbished and Used Machines, the Buyer buys such goods on an “as is” and “as seen”
basis – it is the Buyer’s responsibility to inspect.
4.1 Delivery will take place when the Buyer signs for the Goods at its place of business.
4.2 Any dates specified by Eurocan for delivery of the Goods are intended to be an estimate. If
no dates are so specified, delivery will be within a reasonable time. While Eurocan will
use reasonable endeavours to meet any requested delivery dates, time is not the essence
of any Order.
4.3 Delivery is subject to the prompt receipt by Eurocan of the Buyer’s delivery address and
any payment required by Eurocan prior to the Goods being despatched.
4.4 Subject to the other provisions of these Conditions Eurocan will not be liable for any direct,
indirect or consequential loss (all three of which terms include, without limitation, loss of
profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or
expenses caused directly or indirectly by any delay in the delivery of the Goods (even if
caused by Eurocan’s negligence), nor will any delay entitle the Buyer to terminate or
rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason the Buyer will not accept delivery of any of the Goods when they are ready
for delivery, or Eurocan is unable to deliver the Goods on time because the Buyer has not
provided appropriate instructions, documents, licences or authorisations:-
4.5.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by
4.5.2 the Goods will be deemed to have been delivered; and
4.5.3 Eurocan may store the Goods until delivery whereupon the Buyer will be liable for all
related costs and expenses (including, without limitation, storage and insurance).
4.6 The Buyer will provide at its expense at the Delivery Point adequate and appropriate
equipment and manual labour for loading the Goods.
4.7 The Buyer shall be responsible for obtaining at its expense all export/import permits and
any other consents or licences necessary for it to take delivery of the Goods.
5.1 The quantity of any consignment of Goods as recorded by Eurocan upon despatch from
Eurocan’s place of business shall be conclusive evidence of the quantity received by the
Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
5.2 Eurocan shall not be liable for any non-delivery of Goods (even if caused by Eurocan’s
negligence) unless written notice is given to Eurocan within 10 days of the date when the
Goods would in the ordinary course of events have been received.
5.3 Any liability of Eurocan for non-delivery of the Goods shall be limited to replacing the
Goods within a reasonable time or issuing a credit note at the pro rata Contract rate
against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time of delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Eurocan has received in full (in
cash or cleared funds) all sums due to it in respect of:-
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to Eurocan from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:-
6.3.1 hold the Goods on a fiduciary basis as Eurocan’s bailee;
6.3.2 store the Goods (at no cost to Eurocan) separately from all other goods of the Buyer or
any third party in such a way that they remain readily identifiable as Eurocan’s property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the
6.3.4 maintain the Goods in satisfactory condition and keep them insured on Eurocan’s behalf
for their full price against all risks to the reasonable satisfaction of the Eurocan. On
request the Buyer shall produce the policy of insurance to Eurocan; and
6.3.5 hold any proceeds of the insurance referred to in condition 6.3.4 on trust for Eurocan and
not mix them with any other money, nor pay the proceeds into an overdrawn bank
6.4 The Buyer may not resell the Goods until ownership has passed to it.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if, prior to title in
the Goods passing to the Buyer:-
6.5.1 the Buyer has a bankruptcy order made against him or makes an arrangement or
composition with his creditors, or 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 any preparatory steps are taken for such appointment,
or a resolution is passed or a petition presented to any court for the winding up of the
Buyer or for the granting of an administration order in respect of the Buyer, or any
proceedings are commenced relating to the insolvency or possible insolvency of the
6.5.2 the Buyer 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/perform any of his/its
obligations under the Contract or any other contract between Eurocan and the Buyer, or is
unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or
the Buyer ceases to trade; or
6.5.3 the Buyer encumbers or in any way charges any of the Goods; or
6.5.4 any similar or analogous event to any of the events set out at clauses 6.5.1–6.5.3
occurs in relation to the Buyer in any jurisdiction.
6.6 Eurocan shall be entitled to recover payment for the Goods notwithstanding that
ownership of any of the Goods has not passed from Eurocan.
6.7 The Buyer grants Eurocan, 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 Buyer's right to possession has terminated, to recover them.
7.1 The price for the Goods shall be the price set out in the quotation sent to the Buyer unless
otherwise specifically agreed in the Order.
7.2 The price for the Goods shall be exclusive of any value added tax and unless otherwise
specifically agreed in the Order, all costs or charges in relation to loading, unloading,
carriage and insurance all of which amounts the Buyer will pay in addition when it is due
to pay for the Goods.
8.1 The Buyer must pay for the Goods in accordance with the payment terms to be found in
the invoice delivered to the Buyer. All payments must be made in a method agreed with
Eurocan. All invoices will be paid in the currency in which they are invoiced.
8.2 In the event of any late payment, Eurocan may suspend deliveries, and/or terminate this
Agreement, and/or charge the Buyer interest at the rate of 4% over the base rate of the
Bank of England on all overdue invoices, before and after judgment, and the costs
incurred in recovering any amounts due to it.
8.3 No payment shall be deemed to have been received until Eurocan has received cleared
8.4 All payments payable to Eurocan under the Contract shall become due immediately upon
termination of this Contract despite any other provision.
8.5 The Buyer shall make all payments due under the Contract without any deduction
whether by way of set-off, counterclaim, discount, abatement or otherwise unless the
Buyer has a valid court order requiring an amount equal to such deduction to be paid by
Eurocan to the Buyer.
8.6 If any withholding is required by law or government authority in respect of any payment
due to Eurocan under the Contract, the Buyer shall increase the payment it makes by
such amount as is necessary to ensure that, following the deduction of such withholding
Eurocan receives the full amount that it is entitled to receive under the Contract.
9.1 All express and implied terms, conditions and warranties relating to the quality, fitness for
purpose or otherwise in relation to the Goods or any of the Goods are excluded to the
fullest extent permitted by law unless expressed in the Contract. Without limitation to this
9.1.1 no express warranties are given in relation to the purchase of a Used Machine or a
Refurbished Machine – all such purchases are made on an “as is” and “as seen” basis;
9.1.2 upon the sale of a Rebuilt Machine, Eurocan warrants that the Goods will be free
from material defects for a period of six months from the date of delivery. For the avoidance
of doubt this warranty includes any work carried out by Eurocan on the Goods prior to their
9.1.3 upon the sale of New Goods, Eurocan warrants that the Goods will be free from defects for
a period of twelve months from the date of delivery.
9.2 Eurocan shall not be liable for a breach of any of the warranties under these Conditions
9.2.1 the Buyer gives written notice of the defect to Eurocan, and (if the defect is as a result
of damage in transit) to the carrier, within 10 days of the time when the Buyer discovers or
ought to have discovered the defect; and
9.2.2 Eurocan or its nominee is given a reasonable opportunity after receiving the notice of
examining such Goods and the Buyer (if asked to do so by Eurocan) returns such Goods
to Eurocan's place of business at Eurocan’s cost for the examination to take place there.
If there is found to be no defect, the Buyer shall reimburse all of Eurocan’s costs in
arranging and performing the inspection.
9.3 Eurocan shall not be liable for a breach of any of the warranties under this Agreement if:-
9.3.1 the Buyer makes any further use of such Goods after giving such notice; or
9.3.2 the defect arises because the Buyer has failed to follow Eurocan's oral or written
instructions as to the storage, installation, commissioning, use or maintenance of the
Goods or (if there are none) good trade practice or has used the Goods outside their
normal use; or
9.3.3 the defect is in relation to or due to a part which has become defective due to normal
wear and tear;
9.3.4 the Buyer alters or repairs such Goods without the written consent of Eurocan.
9.4 Subject to clauses 9.3 and 9.4, if any of the Goods do not conform with the relevant
warranties in clause 9.2 Eurocan shall at its option repair or replace such Goods (or the
defective part) or refund the price of such Goods at the pro rata Contract rate provided that,
if Eurocan so requests, the Buyer shall, at Eurocan’s expense, return the Goods or the
part of such Goods which is defective to Eurocan. This represents the Buyer’s exclusive
remedy for breach of warranty.
9.5 If Eurocan complies with clause 9.4 it shall have no further liability for a breach of any of
the warranties in clause 9.2 in respect of such Goods.
9.6 Any Goods or parts replaced will belong to Eurocan and any repaired or replacement
Goods will be guaranteed on these terms for the unexpired portion of the warranty period.
10. LIMITATION OF LIABILITY
10.1 Subject to clause 9, the following provisions set out the entire liability of Eurocan
(including any liability for the acts or omissions of its employees, agents and sub-
contractors) to the Buyer in respect of:-
10.1.1 any breach of contract ; and
10.1.2 any representation, statement or tortious act or omission including negligence arising
under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the
conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent
permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Company for death or
personal injury caused by Eurocan's negligence or fraudulent misrepresentation.
10.4 Subject to clauses 10.2 and 10.3:-
10.4.1 Eurocan's total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or
contemplated performance of this Contract shall be limited to the price of the Goods in
relation to which the liability arose; and
10.4.2 Eurocan shall be under no liability whatsoever to the Buyer for any indirect or
consequential loss, damage and/or expense, loss of profit, pure economic loss, loss of
business, loss of equipment, facilities or service, depletion of goodwill, claims for
damages brought by third parties or other such loss howsoever caused, suffered by the
Buyer arising in relation to this Contract;
10.4.3 The Buyer shall indemnify Eurocan, its employees, agents and subcontractors from and
against all claims for damages or injury, caused by, in connection with or arising out of
the use of the Products and all costs and charges in connection herewith;
10.4.4 No third party will have any rights against Eurocan in relation to this Agreement
by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
11.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior
written consent of Eurocan.
11.2 Eurocan may assign the Contract or any part of it to any person, firm or company.
12. FORCE MAJEURE
Eurocan reserves the right to defer the date of delivery or to cancel the Contract or
reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is
prevented from or delayed in the carrying on of its business due to circumstances beyond
the reasonable control of Eurocan including, without limitation, acts of God,
governmental actions, war or national emergency, acts of terrorism, protests, riot, civil
commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes
(whether or not relating to either party's workforce), or restraints or delays affecting
carriers or inability or delay in obtaining supplies of adequate or suitable materials
Provided that, if the event in question continues for a continuous period in excess of 90
days, the Buyer shall be entitled to give notice in writing to Eurocan to terminate the
13.1 Each right or remedy of Eurocan under the Contract is without prejudice to any other right
or remedy of Eurocan whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of
competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable
or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the remaining
provisions of the Contract and the remainder of such provision shall continue in full force
13.3 Failure or delay by Eurocan in enforcing or partially enforcing any provision of the Contract
will not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by Eurocan of any breach of, or any default under, any provision of the Contract
by the Buyer will not be deemed a waiver of any subsequent breach or default and will in
no way affect the other terms of the Contract.
13.5 The formation, existence, construction, performance, validity and all aspects of the
Contract shall be governed by English law and the parties submit to the exclusive
jurisdiction of the English courts.
14.1 All communications between the parties about this Contract must be in writing and
delivered by hand or sent by pre-paid first class post (or airmail if overseas) or sent by e-
mail or facsimile transmission:-
14.1.1 (in case of communications to Eurocan) to its registered office or such changed address
as shall be notified to the Buyer by Eurocan; or
14.1.2 (in the case of the communications to the Buyer) to the registered office of the
addressee (if it is a company) or (in any other case) to any address of the Buyer set out
in any document which forms part of this Contract or such other address as shall be
notified to Eurocan by the Buyer.
14.2 Communications shall be deemed to have been received:
14.2.1 if sent by pre-paid first class post, 2 days, or 5 days in the case of airmail,
excluding Saturdays, Sundays and bank and public holidays, after posting (exclusive of
the day of posting);
14.2.2 if delivered by hand, on the day of delivery;
14.2.3 if sent by facsimile transmission on a working day prior to 4.00 pm UK time, at the time
of transmission and otherwise on the next working day.