Terms & Conditions
1. GENERAL
1.1 In these conditions 'The Company' refers to Index Plastics Limited and the 'Customer' refers to the purchaser of the goods.
1.2 The Customer agrees that the conditions set out below shall be incorporated into any contract with the Company.
1.3 Clerical errors may be corrected by the Company at any time.
FORMATION OF CONTRACT
2.1 The Customer's standard terms or any other terms provided by the Customer shall not be incorporated into the contract or any variation thereof less expressly accepted by the Company in writing.
2.2 The order consists of an acceptance by The Company to supply the goods and or services upon The Companys' terms and conditions here set out and shall, unless previously cancelled by The Company by written notice to The Customer, be deemed to be accepted upon receipt by The Company of The Customers' written or verbal instructions to supply goods and or services, by accepting delivery of any part of the Goods and or services. The terms and conditions here set out shall apply to the contract to the exclusion of all Customer order terms and conditions on which any purchase order has been given to The Company or subject to when the order is accepted or purported to be accepted by The Company. Neither party shall be bound by any variation, waiver or addition to the terms and conditions here set out unless agreed in writing between the authorised representative of The Company and The Customer.
3. QUOTATIONS
3.1 All prices are, unless otherwise stated, quoted exclusive of delivery costs and VAT. The Company reserves the right to be exercised at it's discretion, to vary the price of goods, if, subsequent to the date of the quotation there is any increase or decrease in the total cost to the Company of producing or acquiring the goods which is beyond the Company's control.
3.2 In such an event the Company will give written notice to the Customer before delivery. If such alteration increases the price, the Customer may cancel the relevant order by notice given to the Company within 3 days of the date of the notification of the increase by the Company.
4. SAMPLES
The Company may at its discretion submit a sample to the Customer for approval before executing the bulk of the order, which will only be commenced on receipt of such approval in writing. All goods in respect of which is sampled is so approved shall be deemed to have been satisfactorily tested by the Customer and to comply with the specification for the goods.
5. WARRANTIES
5.1 The goods shall be of satisfactory quality and will conform to any specification agreed by the Company in writing, within the normal limits of industrial quality for such goods.
5.2 The liability of the Company for breach of the above term, or any claim in respect of any defect in the goods, shall be limited to replacement of the defective goods or, at the Company's option, reimbursement of the price paid for those goods.
5.3 The Customer shall not be entitled to make any claim in respect of any such defective goods unless the claim is notified to the Company in writing within 7 days from delivery of the goods.
5.4 The Company shall not be liable to the customer where the defect or damage in respect of which a claim is made has been caused or contributed to by:
5.4.1 abnormal usage of the goods;
5.4.2 an act or omission of anyone other than the company.
5.5 Any particular purpose for which the goods are to be fit must be agreed in writing between the Company and the Customer. If no such agreement is made, the customer acknowledges and agrees that he has not made known expressly or by implication to the Company any particular purpose for which the goods are being bought.
5.6 Save as set out above:
5.6.1 All terms relating to the quality of the goods or to the fitness to the goods for a particular purpose are
excluded from any contract between the Company and the Customer.
5.6.2 The Company shall be under no liability in respect of any defect in the goods.
6. PRINTED WARNINGS
6.1 There is a danger of suffocation caused by misuse of plastic bags. The Company recommends that a warning of this danger is printed on the goods.
6.2 The Customer is responsible for taking steps to provide the appropriate warnings regarding the use of plastic bags.
6.3 The Company shall not be liable in respect of any losses suffered by the customer as the result of the omission or inadequacy of such a warning.
6.4 The Customer shall indemnify the Company against all liability, claims, proceeding against and losses suffered by the Company, as a result of the omission or inadequacy of such a warning.
7. DELIVERY
7.1 Time is not of the essence of the contract.
7.2 If the Company does not deliver the goods within 21 working days of the date stated for delivery on the order then the Customer may give written notice to the Company that delivery is required within a period of not less than 14 days, to be sent by recorded delivery. If the Company fails, without good reason, to commence delivery of the goods within the stated period then the Customer may cancel the order. In the event of such cancellation the Customer shall not be liable to pay any further sums in respect of goods which have not been delivered.
7.3 The Customer shall have no right to damages for any failure on the Company's part to deliver the goods in accordance with the time stated for delivery.
7.4 Where an order requires delivery of a number of items, the Company reserves the right to deliver all or any number of those items as soon as they are available and the Customer shall honour all statements presented in respect of such deliveries in accordance with the payment terms.
8. INSPECTION AND ACCEPTANCE.
8.1 If the Customer wishes to inspect the goods prior to delivery, such inspection must be made at the Company's premises and notification of this requirement must be given in writing at the time of placing the order. If upon inspection goods are approved by or on behalf of the Customer then such approval shall constitute acceptance by the customer that the goods conform with their specification and that the goods are fit for any particular purpose agreed under clause 4.
8.2 If no such inspection is made then, unless the Customer gives written notification to the contrary to the Company within 3 working days after delivery, the Customer shall be taken to have approved the goods and to accept that the goods conform with their specification and that the goods are fit for any particular purpose agreed under clause 4.
9. SPECIFICATION.
9.1 All drawings, descriptions, specifications and particulars of the goods to be supplied are approximate only.
9.2 The descriptions and illustrations contained in the catalogues, price lists and other advertising of the Company have been provided in good faith by the Company but:
9.2.1 No such description, illustration, price list or other advertising shall form part of the contract;
9.2.2 If the Customer wishes to rely on any such description, illustration, price list or other advertising in entering into the contract it must notify the Company in writing before the Company provides a quotation. If no such
notification is given, the Customer agrees that it did not rely on any such representation in entering into the contract.
9.3 The Company reserves the right to incorporate new features and to supply products which may not be strictly in accordance with the specification agreed upon, provided that any changes in specification shall not materially prejudice the performance of the goods.
10. QUANTITIES
10.1 The quantity of the goods ordered shall be subject to fluctuation of plus and minus 10%. In the case of such fluctuation, an appropriate adjustment shall be made to the price.
10.2 A receipt in respect of the delivery must be signed on receipt of the goods by the Customer or his representative at the Customers premises. Unless the Customer notifies the Company in writing of any shortfall within 48
hours of delivery, the Customer is taken to accept that the correct quantity has been delivered. The Company will have no liability for any shortfall and will be entitled to payment for the full quantity.
11. PAYMENT
11.1 Payment for the goods must be made within 30 days of the date of the invoice.
11.2 In the event of non-payment within 30 days, then the Company may charge interest on all unpaid sums at a rate of 8% over the current base rate prevailing in England.
11.3 The Company does implement it's statutory right to interest.
12. STERLING PROTECTION
Where it is agreed that payment for the goods is to be made in any currency other than £sterling, the Company reserves the right to be exercised at it's discretion, to vary the price so as to take into account any changes in the rate of exchange between the date of the Company's quotation and the date of the invoice.
13. RETURNS
Goods can only be returned if written authorisation has been received from the Company. The goods must be in their original cartons. Incomplete cartons will not be accepted.
14. RISK
Risk in the goods shall pass to the Customer on delivery.
15. TITLE
15.1 Until full payment for all goods has been received by the Company:-
15.1.1 Property in all goods shall remain in the Company, notwithstanding delivery of the goods or any part of them;
15.1.2 The Customer shall be at liberty to sell or deal with the goods in the ordinary course of business, but until full payment in respect of all goods has been made;
a) The customer shall hold the goods as trustee of the goods for the Company:
b) The Customer shall hold any rights to payment or other consideration arising out of any sale of the goods in trust for the Company and agrees to assign such rights to the company upon request by the Company;
c) The Customer shall hold the proceeds of any sale of the goods as trustee for the Company. The proceeds shall not be mingled with other monies or paid into any overdrawn bank account and such monies shall at all times be identifiable as the Company's monies. The Customer as trustee for the Company shall not be entitled to deal with such monies in any manner whatsoever.
15.2 The Customers power to sell or deal with the goods in the ordinary course of business shall be automatically revoked if the Company cancels the order under clause 15 below.
15.3 Upon determination of the Customers power of sale, the Company shall be entitled to reclaim the goods and the customer grants the company a license to enter the Customers premises for that purpose.
16. CANCELLATION
16.1 If at any time the Customer cancels an order for goods or services which do not appear in the Company's most recent catalogue or which are, in the Company's opinion non standard, then the Company shall be entitled to claim an amount up to 85% of the value of the order, as liquidated damages for stock. The Customer agrees that the said amount represents a genuine pre-estimate of the Company's loss. The said sum shall be recoverable by the Company from the Customer as a debt.
16.2 If the Customer fails to make the correct payment to the Company for the products by the date on which any such payment is due, or makes a composition or arrangement with his creditors, or becomes bankrupt or being a company makes a proposal for a voluntary arrangement for a composition of debts or scheme of arrangements to be approved in accordance with the Companies Act 1985 or the Insolvency Act 1986 as the case may be or any amendment or re-enactment thereof, or has a provisional liquidator appointed or has a winding up order made or passes a resolution for voluntary winding up or under the insolvency Act 1986 or any amendment or re-enactment thereof has an administrator or an administrative received appointed then:
16.2.1 The Customer shall immediately inform the Company;
16.2.2 The Company may by notice in writing to the Customer cancel the order any other orders which may be outstanding between the Customer and the Company.
16.3 In the event of such cancellation:
16.3.1 The Company shall be entitled to reclaim the goods in accordance with the provisions of clause 14 above; and
16.3.2 The Customer shall remain liable to pay the Company the full purchase price for the goods less (i) the disposal value received by the Company for the whole or part of the goods in its possession or reclaimed by the Company under paragraph 14 above (ii) any part of purchase price for the goods paid by the Customer to the Company and (iii) any direct costs incurred by the Company in the performance of the order. The Company's determination of such amount shall, in the absence of manifest error, be binding on the Customer.
17. FORCE MAJEURE
The company shall not be liable to the Customer for failure to deliver the goods or for any delay in delivery of the goods or for any damage to or defect in the goods where such failure is caused or contributed to by any cause outside the Company's reasonable control, including but not limited to shortages of raw materials, strikes, riots and civil commission or acts of God, theft, water and embargo.
18. LAW AND JURISDICTION
These conditions are governed by English Law. Any disputes shall be submitted to the exclusive jurisdiction of the English courts.
