CONDITIONS OF SALE
1. PAPER AND BOARD TRADE CUSTOMS
Except where inconsistent with these conditions or with the express terms of any contract between the Seller and Buyer, the Paper and Board Trade Customs for the time being in force (copies of which are obtainable from the National Association of Paper Merchants) shall apply to all contracts between the Buyer and the Seller. All orders accepted by the Seller are subject to the express or implied terms herein and no additions or alterations or terms inconsistent herewith shall have effect until specific notification thereof has been given to the Buyer and these terms and conditions shall over-ride any terms and conditions sought to be imposed by the Buyer.
(a) Unless otherwise arranged by written agreement, payment shall be made by the Buyer within one month from the end of month of the date of the Seller’s invoice and for this purpose time shall be of the essence.
(b) If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Seller shall be entitled to claim interest calculated on a daily basis on all unpaid sums due to the Company from the Customer at the daily rate of 8% above Lloyds Bank plc base rate from time to time (whether before or after judgment) calculated from the due date of payment until receipt by the Company; together with compensation in respect of each outstanding invoice in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended.
(c) The customer will pay all costs and expenses, including without limitation, legal and other debt collection expenses incurred by the company in recovering and attempting to recover all or any amounts due to the Company from the Customer:
(d) In the event that the Buyer defaults in any payment due, or there is any default or refusal on the part of the Buyer to take due delivery of any Goods:
(i) all moneys owing (whether due or not) by the Buyer to the Seller shall become immediately due and payable to the Seller; and
(ii) the Seller shall be entitled to appropriate any payment made by the Buyer to such of the goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
(iii) the Seller shall be entitled (without prejudice) to any other rights to cancel any contract between the Buyer and Seller or to suspend delivery until all payments due have been made.
(d) This condition applies if:-
(i) the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the contract; or
(ii) the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
(iii) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
(iv) the Buyer ceases, or threatens to cease, to carry on business; or
(v) the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
All quotations and tenders given by the Seller shall not be binding until the Seller has communicated his written acceptance to the Buyer.
The Seller reserves the right to increase the prices quoted as a result of market fluctuations and the price ruling at the date of dispatch of the goods shall be the contractual price.
5. VALUE ADDED TAX
All prices quoted or accepted are exclusive of Value Added Tax which shall be payable at the relevant rate.
(a) If no time for delivery is specified in the contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.
(b) The Seller shall not incur any liability or obligation to the Buyer in respect of any failure to deliver or delay in delivery occasioned by any cause beyond his direct control. In the case of any failure to deliver or delay in delivery occasioned by some cause within the control of the Seller, the Seller excludes liability for indirect or consequential loss incurred by the Buyer.
(c) Any dates quoted for delivery are estimates only and are not guaranteed.
(d) The Seller reserves the right to deliver the goods by instalments and where this right is exercised, each instalment shall be deemed to be a separate contract and if the Buyer either fails to accept the instalment or defaults in making payment, the Seller may cancel further instalments without prejudice to any other of its rights it may have against the Buyer.
(a) As soon as reasonably practicable after delivery and in any event before parting with possession, the Buyer must test and examine the goods the subject of each delivery in order to satisfy himself of their fitness for the purpose for which they are intended.
(b) Claims in respect of any alleged defect in the quality of the goods delivered where the defect would have been revealed by normal examination of the outturn sheets or by reasonable examination of the goods on arrival, must be made within 14 days after delivery, or if related to the transport of the goods within such time as will enable the Seller to comply with the time limit and procedure of the Railway Companies or other carriers by whom the goods were transported. If the Buyer shall make a complaint within the time stipulated concerning defective goods the Seller shall be entitled at its option:-
(i) to replace the goods, or
(ii) to accept the return of the goods and credit the Buyer with the price thereof, or
(iii) to make the Buyer an allowance representing the difference between the value of the goods at the time of the complaint and the value they would have had if they had been in accordance with the contract.
The goods shall not be returned to the Seller or any carrier of the Seller without the written consent of the Seller.
8. SELLER’S LIABILITY
(a) No contract between the Seller and the Buyer shall be a sale by sample even where a sample has been provided for the Buyer’s general guidance, unless otherwise stated in writing.
(b) The Seller warrants that the goods shall correspond with the description given to them but no other condition or warranty relating to description is made or given by the Seller.
(c) In the event that the goods are unfit for purpose the provisions of Clause 7 hereof shall apply.
(d) Subject to condition 7, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(i) any breach of these conditions;
(ii) any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(iii) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
(e) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
(f) Nothing in these conditions excludes or limits the liability of the Seller:
(i) for death or personal injury caused by the Seller’s negligence; or
(ii) for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
(iii) for fraud or fraudulent misrepresentation.
(g) Subject to condition 8 (e) and condition 8 (f) above;
(i) the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the contract shall be limited to the contract price; and
(ii) the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
9. RISK AND TITLE
(a) Notwithstanding delivery, property in the goods supplied shall remain with the Seller until the Seller shall have been paid in full all monies due under all contracts between the Seller and the Buyer for the goods and all other goods previously supplied and until property passes in accordance with this provision.
(i) Risk in the goods shall pass on delivery to the Buyer or the Buyer’s duly authorised agents or carriers and the Buyer shall store the goods separately or in such a way as will show clearly that they are the Seller’s property and the Buyer will ensure that they are kept in condition and insured against loss or damage for the Seller’s benefit.
(ii) The Buyer shall hold the goods as bailee for the Seller who without prejudice to any other of its rights may if any monies outstanding repossess the goods and for the purpose may enter upon the Buyer’s premises.
(b) The Seller reserves the right exercisable at its option by notice in writing to the Buyer to waive the provisions of sub-clause (a) above at any time before payment has been made and to declare that property in the goods shall have passed.
(c) Notwithstanding that property in the goods shall not have passed the Seller, as well as pursuing any other remedies available to it, may sue for the monies due in respect of the goods supplied.
10. FORCE MAJEURE
The performance of all contracts subject to variation or cancellation by the Seller owing to any cause directly or indirectly beyond the control of the Seller or owing to any inability of the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver caused by any such contingency.
The Seller shall have the right (without prejudice to any other of its rights hereunder) by notice in writing to the Buyer to terminate any contract or suspend delivery in any of the following events:
(a) If any sum owing by the Buyer to the Seller is overdue
(b) If the Buyer is in breach of any of the terms of any contract or prior contract between the Buyer and the Seller.
(c) If the Buyer enters into any composition or arrangement with or for the benefit of creditors or has a receiving order in bankruptcy made against him or (if a body corporate) if the Buyer enters into liquidation whether voluntarily or compulsorily except for the purposes of a bona fide reorganisation or reconstruction or has a Receiver appointed over all or a substantial part of its property or suffers an execution against its property, (whether or not such execution purports to include or affect the Seller’s goods held by the Buyer).
12. DATA PROTECTION
(a) Data Protection Act 1998 - The Company hereby notifies the Customer, including sole trader Customers that Personal Data (as defined in the Data Protection Act 1984 or any amendment or reenactment thereof) in respect of a Customer which is obtained in the course of any contract to which these terms and conditions relate will be held and may be used by the Company and by other members of the Advent Group of Companies or transferred to the Company's financiers for the purpose of assessing the level of credit which should be extended to the Customer or for the purpose of obtaining sales ledger finance. The Company and or the Company's financiers will from time to time make searches with a credit reference agency, which will keep a record of that search and will share that information with other businesses. The Company will also monitor and record information relating to your trade credit performance and such records will be made available to other organizations to assess applications for credit. The information may also be used for the future marketing or related products and services unless the subject of the personal data gives the Company notice in writing to the contrary.
(b) The Customer may obtain copies of the personal data held by the Company upon payment of the prescribed fee
(a) The Contract shall be governed by the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
(b) If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.