a) Any orders resulting from a quotation or the submission of a current price list will be subject to these conditions. Any variation of these conditions in any document of the Buyer is inapplicable unless accepted in writing by the seller.
b) A quotation not accepted in writing by the Buyer within 28 days of the date thereof shall be deemed to have been withdrawn unless otherwise stated. If the Seller shall inform the Buyer that the goods in question are not available within 10 days of receipt of the order all obligations of the Buyer and Seller shall thereby cease.
Quoted prices are subject to revision between the date of acceptance of order and completion of order in the event of the Seller’s costs being increased except through any happening or event within the Seller’s direct control.
a) All dates quoted for delivery are approximate and the Seller shall be under no liability for failure to deliver on the quoted date.
b) The Seller shall be under no legal liability for failure to deliver or complete an order if such a failure is caused by a strike, lock out, breakdown, Government decrees, fire, unavailability of materials, fuel shortages, act of God, or by any other contingency beyond the control of the Seller, John Darvell Packaging Limited.
c) If the Buyer requests and is granted a delay in delivery, all goods the subject of the order shall be paid for by the Buyer forthwith who shall also pay to the Seller their storage charges in respect of the goods sold but not delivered.
a) Payment for the goods shall be made in full accordance with the terms stated on quotations and invoices. Unless stated in writing all account terms are strictly to 30 days net.
b) In the case of orders involving more than one delivery, payment shall be made within the specific period after receipt of goods forming each delivery.
c) If any payment is not made on the due date, without prior prejudice to any other remedy (including right to damage) or to Condition 5 hereof:
i) interest may be charged at the rate of two per cent per month over base rate from the date of the invoice on the balance outstanding, part of a month being treated as a whole month;
ii) the Seller reserves the right to cancel deliveries under the same order.
5) Ownership and risk:
a) The risk in the goods passes to the Buyer upon delivery ex-works and the Buyer shall insure the goods from such time against fire, water damage, theft and other usual risks at the full invoice price thereof to the Buyer but legal and beneficial ownership shall remain with the Seller until full payment has been received (each order being deemed to be a complete and separate contract) or until prior re-sale in which case the Seller’s beneficial entitlement shall attach to the proceeds of the resale on to the claim for such proceeds or until prior destruction or loss through an insured risk in which case the Seller’s beneficial entitlement shall attach to the first proceeds of the insurance policy to the extent of the full invoice price of the goods. The Buyer shall join with the Seller in any claim against an ultimate buyer. On a re-sale the Buyer shall not give any warranties in respect of the goods other than those which the Seller shall have given to the Buyer. Pending payment in full the Seller may without prejudice to the fact that risk passes to the Buyer on delivery ex-works or to the Buyer’s obligation to insure:
i) insure the goods against fire, water damage, theft and other usual risks and invoice the cost thereof to the buyer
ii) enter and premises of the Buyer with or without notice and recover possession of the goods and re-sell the same at any price.
b) The Seller shall be entitled to sue for the price of the goods supplied upon delivery of such goods in addition to all other remedies open to the Seller under the contract not withstanding that the property in such goods has passed to the Buyer.
6) Defects and Claims:
a) Any shortage or excess of the goods of any delivery of goods of the incorrect description must be notified to the Seller within three days of delivery and if not so notified any shortage, excess or incorrect goods shall be deemed to have been accepted by the Buyer and paid for accordingly. No complaint will be entertained unless the Seller shall first have a reasonable opportunity of examining the goods in question.
b) If the Buyer shall have notified the Seller as aforesaid the Seller be afforded a reasonable opportunity to replace incorrect goods or to make up any shortage (replacement to be within such period of the notification as equals the delivery period estimated for the original goods). If the Seller shall not replace incorrect goods or make up any shortage the Buyer shall be given full credit for the cost as quoted of the goods not delivered but shall have no other remedy. In such event the Buyer shall be obliged to accept delivery of the remainder of the goods unless in the Seller quotation quantity is described as of the essence.
c) Goods supplied by the Seller and which are defective by season solely of defective materials or workmanship shall, if the defect is notified to the Seller as soon as practicable upon detection, and in any event within one month from delivery, be repaired or replaced at the Seller’s option provided that, if required by the Seller, the goods are returned within 14 days of the discovery of the defect. If the Seller does not repair or replace such defective goods the Buyer shall be given full credit for the costs of the same as quoted but shall have no other remedy and shall be obliged to accept delivery of the remainder of the goods.
d) In assessing whether there is any defect, shortage or excess of the goods the following shall apply:
i) No responsibility is accepted for minor deviations in colour or finish. Minor defects in quality and dimensions shall at the Seller’s option either be repaired within four weeks of their being notified thereof or shall be the subject of a price adjustment, and shall not entitle the Buyer to reject the goods or cancel the remainder of a contract order.
ii) Unless otherwise particularly stated, all tolerances will be those permitted by the various Trade Association dealing with the particular materials sold or those permitted or accepted by custom or practice.
iii) Quotations in respect of items which are specially manufactured to the Buyer’s own specification as regards size and quality are subject to written confirmation by the Seller on receipt of such order. Such orders will be deemed to have been executed if an amount within 10% of the ordered quantity shall have been delivered.
a) Safe as aforesaid all express and implied conditions, representations and warranties as to quality or fitness for purpose of the goods are hereby expressly excluded and the Seller accepts no liability under any other claim for expenditure or repair or for any consequential or other loss of any kind.
b) The use to which the packaging materials supplied are put by the Buyer and handling of goods so packed being outside the Seller’s control, the Seller accepts no responsibility for any damage caused to the goods of the Buyer or the Buyer’s customer during packing and/or transit.
Whilst every endeavour will be made to supply material in accordance with the quality of samples submitted or that quoted for or previously supplied the Seller does not guarantee this.
The Seller shall have the option to determine the sale agreement forthwith on the Buyer becoming insolvent or ceasing or threatening to cease its business or suffering an execution to be levied on any of its goods or a receiver to appointed over any of its assets or on the Buyer passing a resolution to wind itself up. Such option may be exercised in writing or orally but shall if exercised be effective at the moment of the event giving rise to the entitlement to exercise it.
10) The seller shall have the sole right to appropriate any payment by the Buyer under this agreement or any other agreement between them either to all or some of the goods or services and or to all or some of any goods or services the subject of another or other agreement(s) between the Seller and the Buyer.
11) In these conditions “the Seller” means John Darvell Packaging Limited or its successors in title.
12) These conditions and the contract shall be the subject to and construed in accordance with English Law.