Conditions of Sale
1. GENERAL
(a) Unless otherwise stated the goods of which particulars are given in this document are sold subject to the following general conditions and none of the Buyer’s general and specific terms of business shall be included in this contract save in so far as they are expressly recorded and confirmed in writing by us in our acceptance of the Buyer’s order of offer.
(b) No variation, waiver or modification of these Conditions of Sale made or purported to be made and whether before at or after contract by any of our servants agents or representatives shall be of any effect unless expressly recorded and confirmed in writing by us.
2. ACCEPTANCE
The Contract shall be deemed to be concluded only upon the written acceptance by us of the Buyer’s order of offer. If the Buyer shall make default in or commit any breach of any of his obligations to us or if any distress or execution shall be levied upon the Buyer his property or assets or if he the Buyer shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented and made against him, or if in Scotland he shall become insolvent or notour bankrupt, or if the Buyer shall be a limited company and any resolution or petition to wind up such company’s business shall be passed or presented otherwise than for a reconstruction or amalgamation or if a receiver of such company’s undertaking property or assets or any part thereof shall be appointed we shall have the right forthwith to determine any Order or Contract then subsisting and upon written notice of such determination being posted to the Buyers last known address or registered office any subsisting order or contract shall be deemed to have been determined without prejudice to any claim we might otherwise make or exercise.
3. PRICE
(a) In the event of any increase in the cost of custom duties or import licences between the date of quotation and the date of delivery the price of the goods stated in the quotation shall be increased by the amount of such increase in custom duties or import licence.
(b) In the event of any difference between the official rate of exchange (of the currency shown in our quotation and the currency in which payment is to be made) as stated in our original quotation and the rate of exchange at the date monies are transferred to us by the buyer for such payment, then the price of the goods shall be increased or decreased by the same percentage as the official rate of exchange shall have increased or decreased. For the purposes of clarity we will include in the original quotation the official rate of exchange at the date of the quotation and equivalent price in the currency in which the buyer is to pay.
(c) The quotation given only includes the cost of carriage, insurance, freight and import duties or charges, normal expenses of installation or testing when so stated in our written quotation. If installation is so included and an inspection of the proposed installation site reveals that the cost and expense of installation of any machinery offered, will be abnormal on account of the need to effect alterations to in or about the installation site or to hire equipment from any other person or any similar cause, any costs and expenses attributable to such causes shall be met by the Buyer. We shall endeavour to inform the Buyer of such probable further costs and expenses at the earliest practicable opportunity.
(d) All estimates and quotations are exclusive of VAT and VAT will be charged where applicable at the rate in force as at the date of delivery.
4. DELIVERY
(a) We shall be relieved of all liabilities incurred under this Contract wherever and to the extent to which the fulfilment of such obligation is prevented frustrated or impeded as a consequence of war invasion act of foreign enemy hostility (whether war shall have been declared or not) civil war rebellion revolution insurrection riot or military or usurped powers or by any statute rules regulations orders or requisitions issued by any government department council or other duly constituted authority or from strikes lockouts breakdown of plant or any other causes (whether or not of a like nature) beyond our control.
(b) If we deliver the goods in more than one consignment although the Contract of Sale does not envisage split or instalment deliveries the Buyer shall not for that reason be entitled to refuse any or all of the consignments. The Buyer shall pay all reasonable storage charges for that period subsequent to the date of delivery during which the Buyer fails or neglects for whatever reasons to take delivery of the goods.
(c) Dates stated in the contract for delivery are approximate only and we shall not be liable for any loss or damage of any kind and howsoever arising by reason of any failure to deliver on such stated dates.
(d) No claim for damages in transit, shortage of delivery or loss of goods in transit can be accepted unless (i) in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to the seller within three days of receipt of goods, followed by a complete claim in writing within five days of receipt of goods (ii) in the case of loss of goods, notice in writing is given to the carrier concerned and to the seller, and a complete claim in writing made within twenty-one days of the date of the consignment.
(e) In the case of goods ordered the Buyer shall allow the Seller the right to deliver against any order an excess or deficiency of up to 10% of quantity, weight, area or volume ordered. The goods invoiced will be the quantity, weight, area or volume actually delivered.
5. RISK
(a) As soon as the goods or any part thereof have ben delivered the goods or that part shall be at the risk of the Buyer who shall insure the goods for the period from the date of delivery until the passing of the property in the goods to the Buyer against any loss of or damage thereto or any part thereof except in those instances where the selling price of the goods includes installation when the goods will remain at our risk and insured by us until they have been installed or for up to 30 days from the date of delivery whichever shall be the sooner.
(b) The Buyer shall take all reasonable precautions to prevent loss, damage or accident arising during unloading of the goods on delivery.
6. PASSING OF PROPERTY
(a) The property in the goods shall not pass to the Buyer whether or not he has taken delivery of the goods or any part thereof until the Buyer shall have paid the whole of all sums due to us under this contract and the Buyer shall not without prior written consent sell assign pledge mortgage charge let part with possession or otherwise dispose of the goods or any part thereof until the property in them has passed to the Buyer.
(b) At any time after the Buyer is in default in payment on the due date of any sum due by the Buyer to us or if the Buyer shall commit any acts of bankruptcy or suffer any execution to be levied upon his property or if being a Company it suffers a Receiver to be appointed of its undertaking or is placed in liquidation then in any such event we may forthwith enter upon the premises of the Buyer for the purposes of repossessing the goods and the Buyer hereby grants to us a licence for that purpose.
7. PAYMENT
(a) The Buyer shall pay the agreed price for the goods at such date or dates as is confirmed in writing by us in our quotation. In the event of there being no quotation or no confirmation in writing of such date the Buyer shall pay the agreed price within 30 days following the end of the month in which the goods are invoiced.
(b) Without prejudice to condition (a) hereof should the Buyer fail to pay the said price or any part thereof within the said period of 30 days or on the date specified in writing the Buyer shall pay interest on all amounts outstanding in respect thereof at the rate of £1.50 per cent per month such interest to be compounded and added to the amount outstanding monthly until payment, such interest to be chargeable from the date due for payment until payment of all amounts outstanding in respect of the price and such interest.
(c) If any payment is in arrear for or on account of or in respect of any goods or spare parts or service or any instalment of goods or part of an order delivered under this or any other Contract between us and the Buyer we shall have the absolute right without giving any notice to the Buyer to suspend further deliveries and services under this or any other such Contract and if any such payment or any part thereof shall remain in arrear for seven days after written demand sent by us to the Buyer we shall have the right to cancel this and any other such Contract without prejudice to all our rights and remedies recover any monies then due and owing to us from the Buyer.
8. LIMITS OF CONTRACT
All offers for sale include such goods accessories and work as are specified in the quotation comprising this offer.
9. STATEMENTS AND REPRESENTATIONS
Statements or representations of whatever kind and however made including but not confined to those as to weights, measurements, power consumption, performance, descriptions, details of designs, prices and charges and whether contained in drawings, floor plans, catalogues, advertisements, brochures, photographs, descriptive materials, verbal representations or otherwise are approximate only and shall not be binding upon us or in any way form part of the Contract unless expressly stated so to do.
10. LOCAL REPRESENTATIVES
The terms “Agents” or “Representatives” as applied to those firms or individuals with whom we have made arrangements for the sale of the goods are nominal only and indicate only that they are our local representatives appointed for the convenience of our customers through whom enquiries or orders may be received and dealt with by us. They are not authorised by us to incur any liability, give any guarantee or warranty, make any representations or transact any business on our behalf other than the sale and servicing of our goods upon the terms of our conditions of sale.
11. FILM AND BAG SALES
The Buyer should note that some printing solvents used in the production of certain goods can have an adverse effect on any polypropylene film. The Buyer should ascertain the suitability and compatibility of any goods which are proposed to be wrapped or placed in film and/or bags produced by us as no responsibility whatsoever can be accepted by us for film and/or bags found to be incompatible. No warranty of compatibility can be given or is to be implied.
12. GENERAL LIABILITY
(a) Subject only to the Unfair Terms Act 1977 and any amendment modifications thereto and subject to the terms of clause 14 hereof all conditions, warranties, representations expressed or implied by common law statute, custom of or trade course of dealing or otherwise are excluded.
(b) We shall not under any circumstances be liable to the Buyer for and the Buyer will indemnify and hold us harmless against all claims of whatever kind and howsoever and from whomsoever arising for spoilage of material loss, of production wastage, of labour and loss of profit.
(c) Our liability in respect of any claim arising from injury to or the death of any person or damage to property caused by the negligence of our employees agents or sub-contractors in connection with the carrying out of this contract shall be limited to a total of £2,000.000 in respect of all such occurrences.
(d) Our maximum liability for breach of contract or negligence shall be a sum equal to the total price of the goods except in the circumstances referred to in paragraph 12(c).
13. LEGAL CONSTRUCTION
(a) These conditions of sale and any contract of which they and quotations given by us form part shall be construed solely according to the laws of England.
(b) Any contract shall be deemed to have been made in England.
(c) In the event of any dispute of whatsoever nature arising out of or in connection with
this contract or the performance thereof the Buyer hereby agrees to submit to the jurisdiction of the English Courts and shall not commence proceedings in any other jurisdiction in relation thereto.
