The Buyer is the person(s), firm or business whose order for Goods is accepted by the Company. The Company is either of Xtex Polythene Ltd. or BGM Plastics Ltd.
Goods are any Goods which the Company is to supply to the Buyer (including any part or parts of them)
1 All orders are subject to these terms and conditions. These conditions override all other terms or conditions, and are not variable by the Buyers conditions of purchase, or any other document incorporated or referred to by the Buyer in their purchase order, confirmation of order, specifications, negotiations, correspondence or document of any kind, or by reference to any other document which the Buyer purports to apply to the purchase, unless otherwise agreed in writing and signed by a director of the Company. No order shall be come binding until accepted by a duly authorised representative of the Company. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s accepance of these terms and conditions.
2 If any term or provision of these conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the re mainder of the provisions hereof shall continue in full force and effect as if these conditions had been agreed with the invalid, illegal or unenforceable provision eliminated. The laws of England and Wales shall govern any transaction between the Buyer and the Company.
3 If the contract provides for delivery by instalments, each instalment shall be deemed to be the subject of a separate contract. Non delivery or delay in delivery of any instalment shall not affect the balance of the contract, or entitle the Buyer to cancel it.
4 The Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered, to the extent that it is prevented from, or hindered in, or delayed in, manufacturing or obtaining or delivering the Goods by normal route or means of delivery through any circumstance beyond its control, including but not limited to, strikes, lock outs, other industrial disputes, accidents, war, riot, civil commotion, malicious damage, fire, flood, storm, reduction or unavailability of power at the manufacturing plant, break down of plant or machinery, or shortage or unavailability of raw materials from normal sources of supply.
5 All amounts payable shall be made within thirty days of the date of the invoice. Interest shall be charged on overdue accounts at the rate of 2% per month or part thereof, together with a credit administration and debt recovery charge of £100 per £l,000 invoice value, or part thereof. The Company may bring an action for the invoiced value of the Goods even if the title to the Goods has not been passed to the Buyer.
6 All quotations are made and orders accepted subject to these terms and conditions. All quotations are given in good faith, errors and omissions excluded. Quotes shall remain valid f or a maximum period of fourteen days unless otherwise agreed in writing by the Company.
7 All Goods are sent carriage paid, but if instructed by the Buyer to send Goods by special delivery means, the difference in cost between the special means and our usual mode of delivery will be charged to the Buyer's account. The carrier shall be deemed to be the Buyers agent except for the purpose of selection.
8 All delivery dates are given in good faith but are approximate only, and are subject to possible alteration. Every endeavour will be made to meet a delivery date but time shall not be of the essence for delivery. The Company does not accept any responsibility for any loss due to delays or accidents in transit. Any liability to the Company for non delivery of Goods shall be limited to replacing the Goods within a reasonable time, or issuing a credit note for the invoice originally raised for the Goods. Delivery of Goods shall be accepted at any time of day. Any costs resulting from restricted delivery times will be charged to the Buyer’s account.
9 No responsibility will be accepted in respect of non-delivery of Goods unless the Buyer notifies the Company within seven days of dispatch.
10 The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery, unless the Buyer can provide conclusive evidence to the contrary. If consignments are delivered damaged or with part contents missing, they must be signed for and an appropriate comment made on the delivery note. The Company must also be notified by telephone within two working days of delivery. Any such claims must be confirmed in writing, specifically detailing the defect, and be received by the Company within seven days from date of delivery.
11 The Buyer is advised in his own interests to examine Goods before further manufacture or use. The Company accepts no claim or liability for material that has undergone any fur ther processing or use.
12 No complaint as to the quality of Goods supplied which is a defect in materials or workmanship, which has arisen under their proper and normal use and maintenance, can be considered unless made within two months of receipt of Goods. Any claim not made by the Buyer within that period shall be deemed waived. The Buyer shall be deemed to have accepted the Goods if they have not been rejected before the end of the second month after delivery. Any Goods deemed faulty must be clearly identified, and stored in a suitable location until collected.
13 Where the Goods consist of containers, wrappers or other articles intended for use in connection with any food, drug or other substance, the Buyer shall satisfy himself that such food article or other substance is not, or is not likely to be, adversely affected by any material used by the Company in the manufacture or printing of such containers, wrappers or other article. The Company shall not be liable to the Buyer or any third party in respect of any claim alleging that such food article, drug or substance has been adversely affected.
14 Although great care is taken in the choice of materials and ink used in the manufacture of the Company’s products, their suitability for packing any particular commodity must be at the Buyer's risk. Unless specifically agreed in writing by the Company, no warranty or condition is given, or shall be implied that the Goods supplied are suitable in size, shape, capacity, quality or otherwise for the purpose for which the Goods are bought. The Buyer must satisfy themselves prior to placing orders, that the Goods ordered meet all their requirements and are suitable for purpose.
15 Under no circumstances shall the Company’s liability to the Buyer or any third party, for any expense, damage, loss of profit, consequential loss or other economic loss or liability or claim suffered by any delay in delivery or non delivery or suffered in any other way for any reason, exceed the net invoice value of the Goods supplied.
16 The Buyer shall indemnify the Company and keep the Company fully and effectively indemnified against any and all actions, proceedings, costs, claims, demands, expenses,liabilities, losses or other liability whatsoever, arising out of or in consequence of or in respect of the use or manufacture of the Goods or any part of the Goods. The Companies total liability arising in connection with performance or contemplated performance shall be limited to the net invoiced value of the Goods supplied.
17 On notification to the Buyer that the Goods are ready for collection or delivery, whether delivery has been made or not, the risk of the Goods shall pass to the Buyer, but the title to the Goods shall not pass to the Buyer until the full purchase price thereof in cash or cleared funds has been paid.
18 Non payment by the Buyer by the due date will prevent any further deliveries by the Company, without any liability for any actual or perceived loss. No payment shall be deemed to have been received until the Company has received cleared funds.
19 Until ownership of the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as Bailee for the Company, and shall store the Goods separately from other Goods (at no cost to the Company) so as to be readily identifiable as the property of the Company, and deliver the Goods up to the Company on demand, and permit the Company or its agent to enter upon the Buyers or other relevant premises in order to retake possession of the Goods. If the Buyer resells the Goods in the ordinary course of their business, before ownership has passed to it, any sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
20 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer is subject to a bankruptcy order, or takes the benefit of any act being in force for the relief of insolvent debtors, or convenes a meeting of creditors, or enters into liquidation, or has a receiver manager, administrator or administrative receiver appointed, or a resolution or petition is presented to any court for the winding up of the Buyer, or for the granting of an administration order in respect of the Buyer, or any procedures are commenced relating to the insolvency or possible insolvency of the Buyer, or the Buyer is unable to pay it’s debts within the meaning of section 123 of the insolvency act, or the Buyer ceases to trade. The Company shall be entitled to recover payment for the Goods notwithstanding that the ownership of any of the Goods has not passed from the Company.
21 The Company cannot guarantee exact quantities. The Company shall be deemed to have fulfilled the contract by delivery of the quantity of plus or minus 10% of the quantity specif ied in the order. The Buyer shall pay a contract rate of the actual quantities delivered, unless an actual quantity is agreed.
22 All orders are subject to sight of design.
23 The final dimensions of printed Goods are determined by the print repeat possible and not by the dimensions requested.