In these Conditions the following expressions shall have the following meanings.
‘The Company’ shall mean Northern Polymers & Plastics Ltd and also where the context so permits any sub-contractor for the said company.
‘Goods shall mean the article or thing or any of them described in the contract between the company and the Buyer for the sale or supply of goods.
‘The Buyer’ shall mean the person, firm or company with whom any contract to sell Goods is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by any such person firm or company or whose actions are subsequently to the contract ratified by the actual buyer.
‘Company’s Premises’ shall mean the premises mentioned in the Company’s quotation or other contractual document or if not so mentioned shall mean the Company’s works at Unit 44 Quakers Coppice, Crewe Gates Industrial Estate, Crewe Cheshire CW1 6FA UK
These conditions shall be deemed to be incorporated in all contracts of the Company to sell Goods and in the case of any inconsistency with any letter or quotation incorporating or referring to these conditions or any order letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates the provision of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not effect the strict rights of the Company under the contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the other conditions shall continue in full force and effect.
Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been acknowledged in writing by the Company.
The price payable for Goods shall unless otherwise stated by the Company in writing and
agreed on its behalf be the list price of the Company current at the date of dispatch.
All prices are exclusive of Valued Added Tax and this will be charged at the appropriate rate.
5. TERMS OF PAYMENT
Payment unless otherwise stated shall be due in cash not later than the end of the month next following the month of the date of the invoice.
If the Goods are delivered in Installments the Company shall be entitled to invoice each installment as and when delivery thereof has been made and payment shall be due in respect of each installment whereof delivery has been made notwithstanding non-delivery of other installments or other default on the part of the Company.
If upon the terms applicable to any order the price shall be payable by installments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due installment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith.
The price of the Goods shall be due in full to the Company in accordance with the terms of the contract and the Buyer shall not be entitled to exercise any set-off lien or any other similar right or claim.
The time of payment shall be of the essence of the contract.
Without prejudice to any other rights it may have the Company is entitled to charge interest at 2% above the then Current Base Rate of the Companies bank on overdue payments of the price of the Goods or the price of any Installments thereof, this to apply both before and after judgment.
The period for delivery shall be the period within which the Goods are intended to be dispatched from the Company Premises and shall be calculated from the time of the receipt by the Company of the Buyers order or from the receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period.
All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for delay whether or not beyond the Company’s reasonable control unless otherwise expressly agreed in writing at or before that date of the order in which case the Company’s liability shall be limited to such liquidated damages as may specifically be agreed at or before that date.
Where the Goods are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the buyer for the purposes of Sections 44, 45 and 46 of the Sale of Goods Act 1979.
Where the Goods are sold F.O.B. the responsibility of the Company shall cease immediately the Goods are placed on board ship and the Company shall be under no obligation to give the Buyer the notice specified in Section 32 (3) of the Sale of Goods Act 1979.
No liability for non-delivery partial loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company (and in the Case of claims for non-delivery partial loss or damage with a copy to the carrier if the Company s own vehicles have not been used to deliver the goods):
• within seven days of delivery for partial loss damage or non-compliance with the contract or:
• within ten days of the date of the invoice for non-delivery
In the event of a valid claim for non-delivery partial loss damage or non-compliance with the contract the Company undertakes at its option either to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery partial loss damage or non-compliance.
If the Buyer shall fail to give notice in accordance with condition 6 (5) above the Goods shall be deemed to be in all respects in accordance with the contract and the Buyer shall be bound to accept and pay for the same accordingly.
If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof.
The Buyer shall be obliged to accept delivery at any time before the contract is determined or instalment cancelled.
The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to its instalments in the contract shall be in addition to and not in derogation of this right.
Goods supplied in accordance with the contract cannot be returned without the prior written permission of the Company, Duly authorised returns shall be sent to the Company’s Premises at the Buyer’s expense.
Where the quantity of any order exceeds 1(one) Tonne in weight the cost of delivery of the Goods to the Buyer’s premises on the mainland of Great Britain shall be included in the contract price.
Where the Buyer requests delivery in a manner other than that selected by the Company in sub-clause (1) above, any difference in price shall be charged to the Buyers account.
In all other cases the prices are exclusive of carriage and insurance to the Buyer’s premises.
Export orders shall be charged F.C.B. (U.K. Port).
9. PASSING OF TITLE AND RISK
From the time of delivery the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance as if it were the owner, but, unless otherwise expressly agreed in writing, the Goods shall remain the property of the Company until payment due under all contracts between the parties has been made in full and unconditionally or until resale of the Goods by the Buyer bona fide in the ordinary course of its business and at full market price and the Buyer shall sell as principal only. whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other goods in its possession.
If the Goods shall become converted into or incorporated with other products while still in the ownership of the Company the ownership in any such other products shall vest in the Company as if solely and simply the Goods until such payment or resale as aforesaid.
In the event of any resale by the Buyer of the Goods or such last mentioned products the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim thereof shall be assigned to the Company and until and subject to such assignment shall be held on trust for the Company by the Buyer who will stand in a strictly fiduciary capacity in respect thereof.
In the event of failure to pay the price in accordance with the contractual obligations the Company shall have power to re-sell the Goods or products after reasonable notice, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise.
The Company reserves the right to enter premises owned or in control of the buyer to recover Goods. also the Company is entitled to repossess the Goods or the proceeds of sale of these goods in the hands of the Buyer or any liquidator/receiver of the Buyer.
It is requirement of the buyer to insure Goods purchase pending payment.
10. CONDITIONS AND WARRANTIES
Every description or specification of the Goods is given in good faith based on average results of standard tests but any conditions or warranties express or implied that the Goods shall correspond with such description or specification are hereby expressly negatived and the use of any such description or specification shall not constitute a sale by description.
Any conditions or warranties (whether express or implied by statute common law or arising from conduct or a previous course of dealing or trade custom or usage) as to the quality or fitness of the Goods for any particular purposes even if that purpose is made known expressly or by implication to the Company are hereby expressly negatived.
Notwithstanding that a sample of the Goods may have been exhibited to and inspected by the Buyer or results of standard tests upon a sample furnished to the Buyer it is hereby declared that such sample was so exhibited and inspected or tested solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample. The Buyer shall take the goods at its own risk as to their corresponding with the sample or as to their quality conditions or sufficiency for any purpose.
11. DEFECTIVE GOODS
In substitution for all rights which the Buyer would or might have had but for these conditions the Company undertake at its discretion to credit to the Buyer in full the price paid by the Buyer to the Company or repair or supply free of charge at the place of delivery specified by the Buyer for the original Goods a replacement of the Goods if manufactured or processed by the Company in which a serious defect in material or workmanship appears within three months of delivery provided that in any case the Goods have been accepted and paid for and were manufactured or processed by the Company.
In the case of Goods not of the Company’s manufacture the Company will pass on to the Buyer any Benefits obtainable under any warranty given by the Company’s supplier provided that the Goods have been accepted and paid for.
In order to exercise its rights under this Condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall return the defective Goods carriage paid to the Company’s Premises.
Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions negligence or default of the Buyer its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to Comply with any recommendations of the Company as to storage and handling of the Goods.
Where the Goods are for delivery by installments any defect in any installment shall not be a ground for cancellation of the remainder of the installments and the Buyer shall be bound to accept delivery thereof.
Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence.
12. DEFAULT OR INSOLVENCY OF BUYER
If the Buyer shall fail to accept the Goods or any installment or part installment thereof or shall fail to pay any sum due to the Company at the proper time or make default in or commit any breach of any other obligation or it any distress or execution shall be levied on the Buyer’s property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or if any bankruptcy petition be presented against him or (if the Buyer is a company) if any Resolution or Petition to wind up such company shall be passed or presented or if a Receiver of the whole or any part of such company’s undertaking property or assets shall be appointed. the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the Company and the Buyer or may (without prejudice to the Company s right subsequently to determine the contract for the same cause should it so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be remedied.
13. LIMITATION OF LIABILITY
The liability of the Company to the Buyer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods or, where the Goods are delivered in installments, the price of the Goods in the relative installments.
14. FORCE MAJEURE
The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes lock-outs accidents war fire reduction in or unavailability of power at manufacturing plant. breakdown or from normal source of supply.
Save as provided in Conditions 12 and 14 hereof contracts may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.
The Company may but the Buyer shall not assign the contract between the Company and the Buyer for final sale of goods or sub-contract the whole or any part thereof to any person firm or company.
17. NO RE-SALE
Goods sold by the Company to the Buyer are for the sole use or consumption of the Buyer and the Buyer shall not re-sell the Goods to any third party without the prior written consent of the Company provided that the Buyer may convert the Goods into or incorporate the Goods in other products for re¬sale by the Buyer.
The headings in these Conditions are intended for reference only and shall not affect their construction.
19. PROPER LAW
The contract shall in all respects be governed by English Law and shall be deemed to have been made in England.
ALL disputes arising in connection with this Agreement shall be referred to arbitration under the provisions of the Arbitration Acts 1950-1979 or any statutory modification or re-enactment thereof by a sole arbitrator to be appointed (in default of agreement) at the request of either party by the President for the time being if the Manchester Chamber of Commerce and Industry.