These conditions shall form part of all Contracts for the supply of goods by Weald Packaging Supplies Limited (hereinafter called “the Company”) to any other person (“hereinafter called “the Customer”) and shall prevail over any inconsistent terms or conditions contained in or referred to in the Customer’s Order or in correspondence or elsewhere and all or any conditions or stipulations contrary to these are hereby excluded and extinguished. No Employee has authority to vary or add to or depart from these terms or make any representations about the goods or the Contract made herein.
Quotations by the Company shall not constitute offers by the Company to supply the goods or carry out the work referred to therein. All Acceptances of orders by the Company are subject to availability of the necessary materials and to the Company being able to obtain any necessary authorisation and/or licences and to the same remaining valid.
All Orders are accepted by the Company subject to prior sale.
The prices of the goods shall be those ruling at the date of delivery. Any Value Added Tax payable in respect of the foods supplied under these conditions will be borne by the Customer.
If the Company suffers any increased costs by virtue a variation in a rate or rates of exchange the Company reserves the right to re-negotiate the contract price of the undelivered goods.
The time, if any, specified for the commencement and completion of the supply and delivery of the goods shall be deemed variable. If delays are occasioned by force majeure, strikes, look outs, accidents or any reason whatsoever, and such, if specified, are approximate only and not of contractual effect. Time of delivery is not of the essence of the contract nor shall the Company be under any liability in respect of any delay in delivery.
Payment of sums due to the Company shall be made at a time not later than 30 days immediately following the day delivery was affected. Payment of any instalment due is a condition precedent for starting further deliveries. The Company shall have the right to terminate any contract when instalment or payment is in arrears. The cost and losses of the Company resulting from withholding deliveries of goods due to non-payment by the Customer shall be borne by the Customer. The Company shall have the right to terminate any contract when any instalment or payment is in arrears. Not withstanding the provisions of this condition, if the Company shall deliver goods to the Customer at a time when payment of any instalment is due, this shall be done without prejudice to the Company’s rights under the condition and all other conditions of sale, including without prejudice to the said generality the Company’s right under condition 10 hereof to take back at once from the Customer the goods which, by virtue of what is laid down under Condition 8 hereof, still the Company’s property. The Company reserves the right to charge the Customer interest at the rate of 3% per annum in excess of the Bank of England prime lending rates and such interest shall start to accrue as soon as any money is overdue for payment by the Customer to the Company.
Notwithstanding delivery and the passing of risk in the goods, or any other provision in these conditions, the property in the goods shall not pass to the customer until the company has received in case or cleared funds payment in full of the price of the goods and all other goods sold or agrees to be sold by the company to the customer for which payment is then due.
Until such time as the property in the goods passes to the customer, the customer shall hold the goods as the company’s fiduciary agent and bailee and shall keep the goods separate from those of the customer and third parties and properly stored, protected and insured and identified as the company’s property. Until that time the customer shall be entitled to resell or use the goods in the ordinary course of it’s business, but shall account to the company for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds and shall keep all such proceeds separate from any monies or property of the customer and third parties and, in case of tangible proceeds, properly stored, protected and insured.
The customer shall not be entitled to pledge or in any way charge by way of security for any indebtness and of the goods which remain the property of the company, but of the customer does so all monies owing by the customer to the company shall (without prejudice to any other right or remedy of the company) forthwith become due and payable.
Risk of damage to or loss of the goods shall pass to the customer :-
In the case of goods to be delivered at the company’s premises at the time when the company notifies the customer that the goods are available for collection: or
In the case of goods to be delivered otherwise than at the company’s premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when the company has tendered delivery of the goods.
The Company shall be entitled to repossess any goods sold to the Customer in respect of which payment is overdue and thereafter to re-sell the same without prejudice to the Company’s right to recover the Customer the full amount of the loss occasioned to the Company by the Customer’s failure to implement the contract with the Company. For this purpose the Customer hereby grants an irrevocable right and licence to the Company through its servants and agents to enter with or without vehicles on all or any premises of the Customer which such goods may be situated.
Goods invoiced or supplied are not tested or sold as fit for any particulate purpose and any term, warranty or condition, express implied or statutory to the contrary is excluded. In no circumstance whatsoever shall the Company’s liability (in contract, tort or otherwise) to the Customer arising under, out of or in connection with this contract or the goods supplied hereunder exceed the invoice price of the particular goods or section of goods concerned. All terms (express or implied) relating to the quality of goods are warranties only the breakage of which gives no right to reject the goods or repudiate the contact in any circumstances whatsoever. Notice of any claim arising out of or in connection with this contact must be given in writing to the Company within seven working days from the date when the goods are collected or delivered failing which all claims shall be deemed to be waived and absolutely barred. In any event, the company shall be under no liability for shortage or damage unless within three working days of delivery the Customer gives written notice of claim to the Company and to the carrier (otherwise than upon consignment note or delivery document) and the Company shall be under no liability whatsoever unless the Customer can prove to the Company’s satisfaction the identity of the goods complained of.
Should the Company be delayed in or prevented from carrying out its obligations under the Contract by Act of God, riot, strike, lock-outs, trade disputes or any other labour disturbances, fire, flood, difficulty in obtaining workmen, materials or transport or the consequences of hostilities or any Government interference or other circumstances whatsoever outside the Company’s control, the Company shall not be liable to the Customer for any loss or damage whether direct or indirect which may thereby be suffered by the Customer and furthermore the Company’s shall be at liberty to determine or suspend the contract without incurring liability for any loss or damage resulting to the Customer.
The Company shall be entitled to withhold delivery of goods or any part thereof until all monies due by the Customer to the Company on whatever accounts are paid. If in the opinion of the Company, the Customer does or suffers to be done anything which might prejudice its ability to pay the full price it shall be deemed to have repudiated this contact and the Company may without prejudice to its other rights under this contract accept such repudiation without notice as cancellation of the contract.
The contact between the Company and the Customer shall be governed by and interpreted in accordance with the laws of England
The Company shall not be liable in respect of any claim which may be made against the company for infringement of letters patent or registered design which may arise as result of the Company carrying out instructions given by the Customer and the Customer agrees to indemnify and keep indemnified the Company from and against all or such claims and against all costs, damages and expenses incurred by or recovered against the Company in respect of such claims
The Company will not be liable for loss or damage to goods or materials in transit in the United Kingdom or elsewhere unless written notice was given to the Company in accordance with the terms and conditions of the Insurance Cover effected in respect of the particular consignment.