Conditions of Sale - Polyrol Limited

1. 1. These conditions apply to and govern all contracts between POLYROL LIMITED (hereinafter called the Seller’) and the purchaser of the goods mentioned on the reverse hereof (hereinafter called ‘the Buyer‘). An Order will be deemed to have been accepted if the goods ordered are despatched. Despatch of part of the goods ordered will not constitute acceptance in respect of all goods ordered.
   2. Unless previously withdrawn or otherwise stated on the quotation the Seller’s quotation is valid for a period of thirty days after its date.
2. 1. In respect of any delivery date, time is not of the essence of the contract unless confirmed in writing by the Buyer to the Seller within 48 hours of Order.
   2. In the event of the Buyer’s failure for whatsoever reason to accept delivery in accordance with the contract, the balance of goods remaining undelivered shall be invoiced, payment for such balance becoming due immediately. Storage costs and any other additional costs incurred shall be charged to the Buyer, the goods being held at the Buyer’s risk.
3. The Seller will make good by repair or, at its option, replacement, any goods proved to be defective by reason of faulty design, materials or workmanship, provided that any claim by the Buyer under this Condition shall be notified in writing to the Seller within 30 days of delivery and within seven days of such notification the Buyer under this Condition shall at its own expense return such goods as are alleged to be defective to the Sellers premises. The Seller shall within 14 days of receipt of the goods investigate the claim and it shall (at its sole option) either: -
   
   
   1. repair or replace such goods as are found to be defective; or
   2. substitute other goods as nearly identical to the defective goods as circumstances permit.
      
      Such repair, replacement or substitution is as mentioned in (a) or (b) above shall be made free of charge. AI1 expenses incurred by the Buyer in returning to the Seller’s premises such goods as are found by the Seller to be defective hereunder shall be returned by the Seller to the buyer.
4. Save as herein otherwise expressly provided the Seller shall not be liable for any contingent or consequential loss or loss of profits however such loss may arise or be caused except where the claim is in respect of death or personal injury or arises out of the willful default of the Seller, its servants or agents).
5. In any event the Seller shall not be liable for any loss, damage or delay whatsoever arising from any cause whatsoever outside the control of the Seller including but without prejudice to the generality of the foregoing fire, storm, tempest, lightning, frost, inclement weather, strike, lock-out, war hostilities, rebellion and civil unrest.
6. These conditions shall apply in like manner to any goods supplied by the Seller by Condition 3 hereof.
7. The Seller shall not be liable for any shortage or defects unless they are notified in writing by the Buyer to the Seller within seven days of delivery.
8. Delivery to site or Buyers address is limited to as near as a safe hard road permits. The Buyer shall provide without charge the labour required for unloading.
9. The Seller reserves the right to alter any prices or specifications at any time without notice and all Goods are sold subject to the prices ruling at the time of delivery unless written notice to the contrary is given by the Buyer to the Seller within 48 hours of date of order.
10. 1. Goods supplied by the Seller shall be at the Buyer’s risk immediately on deliver to the Buyer or into custody on the Buyer’s behalf and the Buyer should therefore be insured accordingly,
    2. Property in Goods supplied hereunder will pass to the Buyer when (a) the goods subject of the contract, and (b) all other goods the subject of any contract between the Seller and the Buyer which, at the time of payment of the full price of the goods sold under this contract, have been delivered to the Buyer but not paid in full, have been paid in full.
    3. Until full payment has been received by the Seller the Buyer shall hold the goods in a fiduciary capacity for the Seller in a manner which enables them to be identified as the goods of the Seller and the Buyer shall immediately return the goods to the Seller should an authorized representative so request. AlI the normal incidents associated with a fiduciary relationship shall apply,
    4. The Buyer’s right to possession of the goods shall cease if he does anything or fails to do anything which would entitle an administrator or administrative receiver to take possession of any assets or would entitle any person to present a petition for winding up.
    5. The Buyer grants the Seller an irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Buyer or in its possession for the purpose of repossessing and removing any such goods the property in which has remained with the Seller under paragraph 10 (ii) hereof. The Seller shall not be responsible for and the Buyer will indemnify the Seller against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damage it was not practicable to avoid.
    6. The buyer must ensure that if the goods are or become fixed to any land or building they shall be capable of being removed without material injury to such land or building and to take all necessary steps to prevent title to the goods from passing to the landlord of such land or building. The Buyer warrants to repair and make good any damage caused by the affixation of the goods to, or their removal from any land or building and to indemnify the Seller against all loss damage or liability it may incur or sustain as a result of such affixation or removal.
    7. Notwithstanding paragraph 10. (iii) Hereof, the Buyer shall be permitted to sell the goods to third parties in the normal course of business. In this respect the Buyer shall act in the capacity of a Commission Agent and the proceeds of any such sale shall be held in trust for the Seller in a manner which enables proceeds to be identified as such. The Seller as principal shall remunerate the Buyer as Commission Agent a commission depending on the surplus which the Commission Agent can obtain over and above the sum stipulated under the original contract of supply, which will satisfy the principal.
    8. lf the goods the property of the seller are admixed with goods the property of any person other than the Buyer, the product therefore shall be deemed to be owned in common with that other person.
    9. The Buyer is licensed by the Seller to process the said goods but in so doing confirm a bailment for processing relationship with the Seller. The new product or products or any chattel created shall be separately stored and marked so as to be identifiable as the property of the Seller as bailor.
    10. lf any of the material supplied is incorporated in or used as material for other goods before payment, the property in the whole of such goods shall be and remain with the Seller until such payment has been made. Any sale of such goods shall take place upon commission agency terms. The Seller as principal shall remunerate the Buyer as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the price which will satisfy the principal.
    11. The seller reserves the right to ship and invoice at the rate for the quantity specified on the order.
    12. Bag Quantity Tolerances. The following are our standard delivered bag quantity tolerances:
        
        

        Plain	Stock Bags	By Box
        	Custom Bags	+/- 10%
        Printed	25,000 - 74,999	+/- 18%
        	75,000 - 124,999	+/- 15%
        	125,000 and above	+/- 10%

11. Any time or other indulgence, forbearance or concession by the Seller to the Buyer shall not in any way whatsoever waive or prejudice the Sellers strict rights under the contract.
12. Unless otherwise expressly agreed in writing, where the Contract provides for goods to be delivered by instruments, which are to be separately paid for, such contract may if the Seller shall so select be considered as one contract and not severable and if the Buyer fails to make payment for any installment on the due date for payment in respect of that installment, the Seller shall have the option to notify the Buyer that the Seller treats such failure to pay as a repudiation of the contract in its entirety without prejudice to any other claim or right the Seller may have compensation or otherwise.
13. If the cost to the Seller of performing its obligations under the contract shall be increased by reason of the making or amendment, after the date of its quotation, of any law or any order or regulation or bye-law having the force of law (including: but not by way of limitation, any duty or tax on import, export, purchase, sale or appropriation or processing of any material or equipment comprised in the contract), the amount of increase shall be added to the contract price.
14. Any designs, dimensions, weights and illustration shown in catalogues, printed materials and the like are approximations and for the guidance of the Buyer only: they shall not become a term of or representation in any subsequent contract between the Seller and the Buyer.
15. Should goods be refused by the Buyer at the time of delivery without written notification of cancellation having been received by the Seller prior to the day of despatch the Buyer shall be liable for the full price delivery charge and the charge for the return of the goods to the Seller’s premises. The Buyer’s account with the Seller shall be debited accordingly.
16. The invalidity or unenforceability for any reason of any part of these Conditions shall not prejudice or affect the validity or enforceability of the remainder.
17. Subject to the condition 12 above, interest of 1.5% per calendar month above the UK bank base rate, shall be chargeable on any sum or sums from time to time outstanding under any contract to which these conditions apply.
18. Except in the case of death or personal injury the Seller’s total liability to the Buyer under any contract to which these Conditions apply shall not in any circumstances exceed the invoice value of the goods supplied to the Buyer pursuant to that contract.
19. 1. These conditions and any contract to which they apply shall be governed by English Law.
    2. Ail claims by the Buyer against the Seller arising out of or in connection with these conditions and any Contracts to which they apply shall be subject to the exclusive jurisdiction of the English Law.
    3. The Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts in respect of any claim by the Seller against the Buyer.