Barkley Plastics Limited Standard Terms and Conditions of Sale
In these terms and conditions the following words will have the following meanings;
|‘Buyer’||The person(s) or Company whose order for Goods or Services is accepted by the Company.|
|‘Company’ or ‘Company’s’||Barkley Plastics Limited|
|‘Conditions’||Standard terms and conditions of sale set out in this document and any special terms and conditions agreed in writing between the Buyer and the Company.|
|‘Contract’||Any contract between the Company and the Buyer for the sale of Goods.|
|‘Goods’||Any product or service that is supplied to the Buyer by the Company or its subcontractors on behalf of the Company.|
|‘Writing’||Written format served by post, fax or email. The headings in the Conditions are for convenience only and shall not affect their interpretation.|
The Contract shall be on these Conditions, subject to any variation agreed in writing as signed by an authorised representative of the Company, to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer purports to apply under any purchase order or confirmation or similar document. The Company shall not be liable for any advice given by the Company or its employees or agents to the Buyer or its employees or agents as to the application or use of the Goods or Services contained in the Contract.
FORMATION OF QUOTATIONS, CONTRACTS AND SPECIFICATIONS
Any quotation by the Company is given on the basis that no Contract will come into existence at any time prior to the Company’s acceptance of the Buyer’s order. Any quotation by the Company is only valid for thirty days from the date of such quotation, unless otherwise agreed in writing by the Company or unless previously withdrawn by the Company. The Contract shall be formed when the Buyer’s order is confirmed in writing by the Company’s duly authorised representative subject to these Conditions. The quantity, part number, price and description of the Goods and Services shall be those set out in the Company’s specification or quotation. No Contract may be cancelled in whole or part by the Buyer except with the Company’s agreement in Writing, and such agreement shall be subject to the Buyer indemnifying the Company in full against any loss (including loss of profit), costs, charges and other expenses incurred as a result of the cancellation. Unless otherwise agreed in writing by the Company these Conditions shall override any Terms and Conditions stipulated or referred to by the customer in his order or pre-Contract negotiations.
The price for the Goods or Services shall be that set out in the Contract. Unless otherwise agreed by the Company in Writing, all prices are given by the Company on an ex-works basis and, where the Company agrees to delivery otherwise than at the Company’s premises, the Buyer shall pay the Company’s charges for transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods. The price is exclusive of VAT or any other applicable tax which the Buyer shall pay in addition when it is due to pay for the Goods.
The Company shall be entitled at its sole discretion to net any payments due from the Company to the Buyer from time to time from any receivables due from the Buyer to the Company. For the avoidance of doubt the Buyer shall not be entitled to net payments due to the Company from the Buyer without the prior written agreement of the Company.
The company reserves the right to amend the contract price to take into account of any variation in the costs or imposition of any new taxes or duties occurring from whatever cause before delivery of the goods.
Unless otherwise agreed in writing any costs incurred for expedited delivery or any overtime (being worked outside the Company’s normal working hours or at weekends or on public holidays or statutory holidays) worked at the buyers request shall be charged to the buyer in the addition to the contract price.
Any goods, services or other matters requested by the buyer but not specified or agreed in the Company’s quotation or order of acknowledgement may be supplied by the Company’s at its absolute discretion and the cost thereof will be charged to the buyer in addition to the contract price.
Unless expressly stated otherwise in the contract all prices are exclusive of V.A.T. which shall be charged at the rate and in the manner prescribed by law.
Payment is due by the end of the month following the month of dispatch. Time for payment shall be of the essence. If the Buyer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to the Company, the Company shall at its option be entitled to treat the Contract as repudiated by the Buyer and suspend any deliveries outstanding, claim damages from the Buyer and charge the Buyer interest both before and after any judgment on the amount unpaid at the rate of 6% per annum above L_IBOR from time to time until full payment is made.
Where no account has been agreed the goods will not be delivered until the Company is paid the amount shown on the pro – forma invoice relating to the goods.
Where an account has been agreed the Company may at its absolute discretion set and alter the buyers credit limit and the Company reserves the right not to deliver any of the goods or perform any work if the price thereof increases the amount owned by the buyer to the Company beyond the buyers credit limit.
Delivery shall be made by the Company ex works from the Company’s warehouse as notified to the Buyer. As notified to the Buyer any dates quoted for the delivery of Goods are approximate only and may not be made of the essence by notice. The Company shall not be liable for any delay in delivery of the Goods howsoever caused. If no delivery date is specified then delivery will be made within a reasonable time. Where Goods are to be delivered in installments, each delivery shall constitute a separate contract and defective delivery by the Company of any one or more installments in accordance with these Conditions shall not entitle the Buyer to treat the Contract as a whole as repudiated. If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Company’s fault) then, without prejudice to any other right or remedy available to the Company, the Company may; Store the Goods until actual delivery and charge the Buyer for the reasonable costs of handling, storage and insurance, Sell the Goods at the best price available and (after deducting all reasonable storage and selling expenses) and charge the Buyer for any shortfall under the price in the Contract.
No claim for damage or shortage will be considered unless the Company is advised in writing within 7 days of delivery. In the absence such advice the Buyer will be deemed to have accepted the goods. No claim for non delivery will be considered unless the Company is advised in writing within 21 days of the date of the Company’s invoice. Any claim for damage, shortages or non delivery shall be notified to the Company.
The goods shall be in accordance with the quality specified and if no quality is specified, the goods shall be in accordance with the normal industry standards for the type of goods in question at the contract price. Barkley Plastics, the first party, will be held responsible to the buyer for the costs of the item if it is not of satisfactory quality. However the Company will place upon the buyer, the second party, an obligation to carry out timely, appropriate and reasonable quality checks prior to and during their manufacturing process to ensure conformance of the item. If subsequent costs are incurred by the second party due to the second party’s failure to carry out the above no liability shall be attributable to the Company. Any subsequent costs incurred by the buyer are the buyer’s responsibility. Any on costs that are passed
Notwithstanding any other contract term, risk in the goods shall pass to the buyer when the goods are delivered to the buyer or its agent, or where goods are delivered ex the Company’s works, when the buyer is notified that the goods are available for collection or to the site, which is the earlier.
No title or property in the goods shall vest in the customer unless and until:
- The customer makes full payment to the Company of the price of the goods, or
- The goods are incorporated in or utilized in the manufacture of products whichever is the earlier.
Until ownership of the Goods has passed to the Buyer, the Buyer must:
- Hold the Goods on a fiduciary basis as the Company’s bailee
- Store the Goods separately from all other Goods of the Buyer or of any third party in such a way that they remain readily identifiable as the Company’s property.
- Not destroy, deface or obscure any identifying marks or serial numbers on or relating to the Goods.
The Company reserves the immediate right of repossession of any Goods to which the Company has retained title as aforesaid exercisable at any time after delivery or collection of the Goods and the Buyer hereby grants an irrevocable right and licence to the Company’s servants and agents to enter upon all or any premises where the Goods are stored without prior notice for this purpose or for the purpose of inspection. Nothing in this Condition shall prevent the Company from suing for the price when due. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
- Any sale shall be affected in the ordinary course of the Buyer’s business at full market value and the Buyer shall account to the Company accordingly; and
- Any such sale shall be a sale of the Company’s property on the Buyer’s behalf and the Buyer shall deal as principal when making such a sale.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company.
The Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price of the Goods.
Under no circumstances will liability extend to paying the Buyer damages for consequential losses.
The Company shall not be liable to the Buyer in any manner or be deemed to be in breach of this Contract because of any delay in performing or any failure to perform any of the Company’s obligations under this Contract if the delay or failure was due to any cause beyond the Company’s reasonable control.
LICENCES AND CONSENTS
If any license or consent of any government of other authority shall be required for the acquisition, carriage or use of the Goods by the Buyer the Buyer shall obtain the same at its own expense and if necessary produce evidence of the same to the Company on demand. Failure to do so shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Company resulting from such failure shall be for the Buyer’s account.
INSOLVENCY OF THE BUYER
If the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or otherwise takes benefit of any Act for the time being in force for the relief of insolvent debtors, or being a body corporate convenes a meeting of creditors (whether formal or informal) or enters into liquidation or has a receiver, manager, administrator or administrative receiver appointed or has a petition presented to any court for the winding up of the Buyer or the granting of an administration order in respect of the Buyer or any proceedings are commenced relating to the insolvency of the Buyer; then without prejudice to any other rights or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer, and if Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous arrangements to the contrary.
Failure of the Company to exercise or enforce any provision hereunder shall not be construed as a waiver of any of its rights hereunder. Each party agrees and undertakes that it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party all information of a confidential nature which may become known to such party from the other in the performance of this Contract. If any provision or part of a provision of these Conditions is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these Conditions, all of which shall remain in full force and effect. Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class registered post, fax or email to the party concerned at its registered office or principal place of business. Notices sent by first class registered post shall be deemed to have been delivered 48 hours after despatch, notices sent by fax or email shall be deemed to have been delivered 24 hours from the date of despatch. The contract is governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts provided that the Company may sue the buyer in the courts of any country, such provision being for the sole benefit of the Company.