F G WILSON (ENGINEERING) LTD V JOHN HOLT & CO (LIVERPOOL) LTD

[2012] EWHC 2477 (Comm), Queen's Bench Division, Commercial Court, Mr Justice Popplewell, 5 September 2012

Sale of goods - Action for the price - Passing of property - Retention of title clause - No set-off clause - Whether clause incorporated, applicable and valid - Sale of Goods Act 1979, section 49 - Unfair Contract Terms Act 1977, sections 3(2) and 11

This was a claim by FGW for summary judgment in the sum of US$12 million in respect of generators and spare parts supplied by it to JHL. There were counterclaims by JHL, but FGW relied upon a no set-off clause in the following terms: "Buyer shall not apply any set-off to the price of Seller's products without prior written agreement by the Seller".