Septo Trading Inc v Tintrade Ltd [2021] EWCA Civ 718 (18 May 2021)

Septo Trading Inc v Tintrade Ltd [2021] EWCA Civ 718 (18 May 2021)

The Recap term provided that the quality certificate issued by the independent inspector at the load port was binding for all purposes, precluding subsequent quality claims. The BP Terms, if incorporated, would limit the certificate's binding effect to invoicing purposes only, fundamentally altering the contractual...

Source-derived case information.

Citation
[2021] EWCA Civ 718
Parties
Respondent/claimant: Septo Trading Inc.; Appellant/defendant: Tintrade Limited
Jurisdiction
England and Wales
Judgment Date
18 May 2021
Procedural Posture
Appeal (commercial Contract Dispute) / Court of Appeal Judgment
Outcome
Appeal allowed. Judgment for the appellant (Tintrade Limited).
Legal Topics
Incorporation of Standard Terms, Interpretation of Contractual Inconsistency Clauses, Binding Nature of Quality Certificates, FOB Sale Contracts
Commercial Law Contract Law International Trade Incorporation of Standard Terms Interpretation of Contractual Inconsistency Clauses Binding Nature of Quality Certificates FOB Sale Contracts

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Parties

Septo Trading Inc.

Respondent/claimant

Tintrade Limited

Appellant/defendant

Procedural Posture

Appeal (commercial Contract Dispute) / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a quality certificate issued by an independent inspector at the load port is conclusive evidence of quality under the contract

Ratio Decidendi

The Recap term provided that the quality certificate issued by the independent inspector at the load port was binding for all purposes, precluding subsequent quality claims. The BP Terms, if incorporated, would limit the certificate's binding effect to invoicing purposes only, fundamentally altering the contractual scheme. The two regimes cannot fairly and sensibly be read together; the BP Terms are inconsistent with the Recap and do not apply. The contract, therefore, makes the quality certificate binding and bars the buyer's claim.

Court Disposition

Appeal allowed. Judgment for the appellant (Tintrade Limited).

Orders

  • The buyer's claim is precluded by the binding nature of the quality certificate.