Terms and Conditions
Plastics Direct Ltd Terms and Conditions
In these conditions “the company” means Plastics Direct Ltd. Registered in England and Wales under Number 2348591. “The Customer means any individual, company or other body with whom “the company” contracts. “The Contract” means “the Order” placed by “the Customer” and accepted by “the Company” to which these terms and conditions of business shall apply, unless otherwise agreed in writing between parties. “The Order” means an offer made by “the Customer “to the Company” accepting the quotation, estimate or tender given by “the Company”. “The Goods” means the goods, machines, articles and other materials, which are to be supplied by “the Company” pursuant to “the Contract”. “The Contract” is personal to “the Customer” who shall not assign the benefit whereof without the written consent of “the Company”.
Any quotation given by the Company, is only an invitation to the Customer to make an offer and no order of the customer placed with the Company in pursuance of a quotation or otherwise shall be binding on the Company unless and Until it is accepted by the Company in accordance with these terms and conditions.
Unless it is a term of the Contract the price quoted by the company shall remain fixed, the price shall be the Company’s price ruling at the date of despatch of goods.
Whilst the Company will make every endeavor to comply with any date or dates for the despatch or delivery of the goods stated in the Contract, such date or dates shall constitute only statements of expectation and shall not be binding on the Company. If the Company fails to despatch or deliver the Goods by such date, or dates, failure shall not constitute as thereby repudiated or to resind it, or any related Contract, in whole or in part, or claim damages for such failure.
This contract is divisible each delivery made hereunder:
(i) shall be deemed to arise from a separate contract, and
(ii) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and not-withstanding any defect or default in the delivery of any other installment
(a) Unless otherwise provided in the Contract, delivery shall be to the customer’s premises
(b) Unless otherwise provided in the Contract, the price of the goods does not include the cost of off-loading the Goods, which shall be arranged by the Customer and performed at his sole expense and risk.
(a) Where the Company itself delivers the goods, the risk shall pass to the Customer on delivery, in all other cases, the risk shall pass to the Customer when the goods leave the Company’s premises.
(b) Where the Company itself delivers the goods, the Company undertakes to replace or (at its discretion) to repair free of charge any goods damaged in transit in which event the time for delivery of the goods shall be extended for such period as the Company reasonably requires for such replacement and repair. It is a condition precedent of this undertaking that
(i) The Customer shall give written notice of such damage in transit with reasonable particulars thereof to the Company within 3 days of receipt of the goods and (ii) the Customer, if requested by the Company to do so, shall return the damaged goods to the Company within 2 weeks of the receipt thereof.
- Limitation of Liability
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever arise out of or in connection with the supply of Goods of their use or resale by the Customer, and entire liability of the Company under or in connection with the Contract shall not exceed the price of Goods, except provided in these conditions.
The Customer will indemnify the Company against any claim made against the Company in respect of any injury to any person or damage to any property arising from any defect in the goods or anything done or omitted to be done in the delivery thereof to the Customer where such delivery is affected by the Company including any such damage caused by the negligence of the Company its employees or agents.
Until payment has been received by the Company for all Goods whatsoever supplied and all services rendered at any time by the Company to the Customer:-
(a) Property in Goods shall remain in the Company.
(b) Should the Customer convert the Goods (or any of them) into a new product whether or not such conversion involves the add mixture of any other goods or thing whatsoever and in whatever proportions the conversation shall be effected by the Customer solely as agent for the Company who shall have full legal and beneficial ownership of the new products.
(c) The customer shall store the Goods and the new products separately and in such a way that they can be readily identified as being the property of the Company.
(d) Subject to (e) and (f) below the Customer shall be entitled to offer for sale and sell the Goods at the best obtainable price in the ordinary course of its business as principal vis-à-vis sub buyers and not as agent for the Company. The Company, however, shall be legally and beneficially entitled to the proceeds of sale and the Customer shall pay such proceeds of sale into a separate account or otherwise shall ensure that all such proceeds of sale are kept by or on behalf of the Customer in a separate and identifiable form. In particular, but without
Prejudice, to the generality of the foregoing, the Customer shall not pay the proceeds of sale into any Bank account which is overdrawn. Further, forthwith upon receipts of the proceeds
of sale the Customer shall not use or deal with the proceeds of sale in any way whatsoever until such sums have been paid.
(e) The Company may at any time revoke the Customer power of sale by notice to the Customer if the Customer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company (whether in respect of the goods or any other goods supplied or services rendered at any time by the Company to the Customer or for any reason whatsoever) or if any bill of exchange, or Cheque or other negotiable instrument drawn or
Accepted by the Customer in favor of the Company is dishonored on presentation for payment of it the Company have bona fide doubts as to the solvency of the Customer.
(f) The Customers power of sale shall automatically cease if a receiver is appointed over any of the assets of the undertaking of the Customer or a Winding-up Order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of
Reconstruction or amalgamation) or calls a meeting of or makes any arrangement of composition with creditors.
(g) Upon determination of the Customers powers of sale under (e) and (f) above the Customer shall place the Goods and the new products at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purposes of removing such goods and new products from the premises (including severance from realty if necessary)
(a) All accounts shall be paid by 60 days end of following the Company’s invoice.
(b) Where any sum owed by the Customer to the Company under the Contract is overdue, or if at any time the credit standing of the Customer has in the opinion of the Company been impaired for any reason, the Company may in its own absolute discretion demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders and decline to make further deliveries except upon receipt of cash or satisfactory security. The setting off or withholding of payment by the Customer in respect of any claim shall not be allowed unless expressly agreed by the Company in writing.
- Specification and Quantities
(a) If the goods are to manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Customer, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with paid or agrees to be paid by the Company in settlement if any claim for infringement of patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Company’s use of the Customer’s specification.
(b) The Company reserves the right to make any changed in the specification of the Goods which are required to conform with any applicable statutory of EU requirements or, where the goods are to be supplied to the Company’s specification, which do not materially affect their quality or performance.
(c) Unless the contract expressly provides otherwise, all weights, dimensions, statements as to the performance and any other data relating to the goods supplied by the Company are approximate only.
(d) Whilst the company will make ever endeavour to deliver the quantity of goods ordered, nevertheless a delivered quantity of 10% more of less then the quantity ordered shall be deemed to be due execution and performance of the Contract, the price being increased or reduced pro rate accordingly.
- Customers Property
Customer’s property and all property supplied to the Company by or on behalf of the Customer will be held and carried at the Customers risk.
Tools manufactured or provided by the Company for the production of any goods shall remain the property of the Company notwithstanding the Customer may have been charged for all or part of the cost of such manufacture or provision. The Company reserves the right to destroy or otherwise dispose of any tools which have not been used for any periods of two years.
- Force Majeure
The Company will make every effort to carry out the Contract in accordance with its terms but shall not be liable for any failure on its part to perform any term of the Contract arising from any cause outside the Company’s control including (but without prejudice to the generality of the foregoing) act of God, war strike, lockout or other industrial dispute, fire, flood, shortages or materials or breakdown of machinery or plant and in these circumstances the Company expressly reserves the right to cancel or suspend the whole or any part of any delivery.
The Contract shall be governed by and construed in accordance with English Law. All questions, disputes or controversies whatsoever arising out of or in relation to or in connection with Contract of the Goods supplied or to be supplied pursuant thereto shall, if not settled by agreement, be referred to the arbitration of a person appointed by the Company and the Customer or in default of such appointments shall be referred to the arbitration of a person appointed by the President for the time being of the British Plastics Federation and the arbitration shall be subject to the Arbitration Act 1950 as modified or re-enacted from time to time.
- Defective Goods
(a) Any claim by the customer which is based on any defect in the quantity or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery reasonable time after discovery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect of failure. If delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
(b) Where any valid claim in respect of any of the Goods which is based on ay defect in the quality or condition of the Goods or their failure to meet specifications is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Custom the price of the Goods (or a proportionate [art of the price), but the Company shall have no further liability to the Customer.