These conditions apply to every sale by the Company and supersede all other Terms and Conditions, representations or Undertakings made by the Customer or the Company. Nothing said or written during the course of negotiations between the Customer and the Company, shall have contractual or other legal effect unless incorporated herein and in writing. No Agreement shall be effective to vary this Contract unless agreed upon in writing and signed by a representative of the Company duly authorised in writing. The statutory rights of a person “dealing as a customer” under the terms of the Unfair Contract Terms Act 1977 will not be affected.
General
The term “Company” refers to Andrew Plastics Ltd (Company number 8020126) whose registered office is situated at East Gillibrands Industrial Estate, 14/15 Glebe Road, Skelmersdale, WN8 9JP.
The term “Customer refers to any company, firm or individual placing an order verbally over the telephone or written by post or fax and/or with sales person or by e-mail.
Validity
These terms are the only ones that will apply to any order accepted from a Customer and the Company will not be bound to accept standard terms and conditions printed on the Customer’s purchase order(s), unless agreed in writing whether those standard terms are delivered before or after these terms.
Prices
All prices quoted are exclusive of Value Added Tax. Whilst the Company will endeavour to maintain prices for the period of the Contract in the event of any increase in costs to the Company of materials, goods, labour, overheads or errors in quotations, then the Company reserves the right to adjust prices accordingly without prior notice. Any quotations are valid for 30 days unless specified on the quotation. After that date any quotations may be withdrawn without notice and are not binding on the Company unless or until it reconfirms the quotation in writing.
Payment
All new Customers pay with the first order (or proforma) as must returning Customers whose trading record has been archived while new references are taken up. Payment terms are cash or cleared funds with order. The Company may at their discretion allow a Customer a set account limit after satisfactory application with suitable trade references having been given but this will be confirmed by the Company in writing as to the set amount. Payment for goods/services will be due by the agreed date specified in the letter confirming account set up or otherwise within 30 days of delivery of the invoice. Interest at 2.5% per month on any balance outstanding may be charged by the Company to the Customer, to accrue on a daily basis. Any legal costs incurred by the Company in the collection of outstanding monies will be paid in full by the Customer on an indemnity basis. Should the Company present a cheque from a Customer which has to be represented or is referred to drawer or payment otherwise refused then a Charge of £20.00 will be incurred by the Customer to the Company to meet any Bank charges of the Company and administrative costs involved as a result of the non-payment. If payments are not met by the due date for payment, then the Company reserves the right without notification to reduce any Customer’s credit limit and/or suspend or cancel orders. If the Customer fails to make payment for the goods/services in accordance with these terms or commits any other breach of these terms or if any distress or execution shall be levied upon any of the Customer’s goods or if the Customer offers to make any arrangement with its creditors or if any petition in bankruptcy is presented against the Customer if an individual or the Customer is unable to pay its debts as and when they fall due or if being a limited company any resolution or petition to wind up the Customer (other than for the purposes of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrative receiver, administrator or manager shall be appointed over the whole or any part of the Company’s business or assets over any Petition for the appointment or administrator is presented against the Customer or if the Customer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the goods/services shall become payable immediately. The Company may in its absolute discretion and without prejudice to any other rights under these terms or which it may have at general law suspend all future deliveries of goods/supply of services to the Customer and/or terminate the Contract between the parties without liability on its part. The Company do have a minimum order value of £500 and may refuse an order due to value. Payment shall be made by the customer promptly in accordance with the terms shown on the Company’s invoice and if the terms are not fulfilled in full, the Company shall be entitled to charge interest on the amount overdue at 3% above the base rate of Royal Bank of Scotland PLC ruling at the time. The terms of payment under these conditions can only be varied by agreement of the Company in writing and signed by the Director. In the event of default of payment by the Buyer to the Seller under any Contract for any reason (for the avoidance of doubt including without limitation bankruptcy, insolvency or re-financing) then the Directors of the Buyer if it is a limited company or public limited company shall jointly and severally undertake to indemnify the Seller and guarantee payment immediately on demand for any debts owed including all costs and expenses incurred by the Seller in recovering the said sums owed.
Order acknowledgement
This is based on the knowledge of the Company at the time and is a binding agreement that the Customer agrees to the quantity which has been ordered and the costs to be charged for them. The Company reserve the right to amend the cost due to costs incurred by the Company and at which point a new acknowledgement will be sent. If the Customer wishes to disagree with the new acknowledgement, then any disagreement must be made and in writing and prior to delivery by the Company to the Customer.
Delivery
The Company will endeavour to deliver the goods indicated by the Company as a delivery date but will not accept any form of penalty or accept any liability for any loss in any manner due to late or non-delivery of goods within such time. The Company reserves the right not to deliver where it is reasonable to do so and in particular it is the Customer’s responsibility to ensure that adequate facilities exist for off-loading and warehousing of the goods. In the event of lack of such facilities causing unnecessary delay to a vehicle, the Company reserves the right to charge demurrage or an additional delivery charge at their absolute discretion.
Packing and carriage
Unless otherwise agreed in writing packing materials and carriage expenses will be charged at the rates prevailing at the time of despatch from the Company to the Customer. Non-delivery of goods must be notified in writing to the Company within 3 days of the invoice date. The Customer must notify the Company of any non-delivery of a whole consignment of goods within 3 days of the invoice date. Not withstanding the receipt by the Company of any such notice a clear signature on a carriers delivery advice sheet, shall be deemed to signify receipt of the quantity of goods indicated on the Company’s advice sheet/delivery note. Claims for goods in transit must be notified to the Company in writing within 3 days of the invoice date and packaging etc retained for examination by the carriers. Pallets will be charged for as they remain the Company’s property but will be credited on return. Failure to advise in writing within the applicable time scale will result in the Company having no such liability for non-delivery as to part or whole and/or damage as the case may be.
Ownership
Title in the goods supplied will remain with the Company until such time that payment for the goods is made in full. If there is a breach of the clause “Payment” then the goods must be kept available for the Company to collect and the Company are hereby authorised to enter any premises where the goods may be located to recover them and should not be liable for any damage caused in effecting such entry. It will be the responsibility of the Customer to ensure that all goods not yet fully paid for are kept such that they are identified as the Company’s property. Until such time as payment is made in full the relationship of bailor and bailee shall exist between the Company and the Customer and the Customer shall owe to the Company the duties arising out of that relationship as well as any responsibility under these terms. The Customer shall not pledge or in any way charge by way of security for any indebtedness any of the goods which are the property of the Company without prejudice to the other rights of the Company. If the Customer does so all sums whatever owing by the Customer to the Company shall forthwith become due and payable.
Tooling Ownership
Although the tooling remains the property of the customer; the Company reserves the right to hold any Tooling, Jigs and Fixtures used to produce any parts until all debts owed to the company are paid in full, and all funds are cleared.
If the debt owed to the company is not cleared, the company reserves the right to sell any tools jigs or fixtures to recover the debt owed to the company.
This debt will also include the additional charges of tool storage and any cleaning costs incurred to the company per item. These costs will be charged on tooling size and the time to clean basis. Storage Charges will vary based on the time that the tooling has been held at the premises since the last order. This will be charged at the discretion of the company.
Risk
The risk of the goods shall pass to the Customer on delivery and the Company will accept no liability in the goods thereafter. The Customer will be responsible for the insurance of the goods to the full value as invoiced until such time as the goods are paid for in full. If required by the Company the Customer will produce a copy of the policy of insurance.
Guarantee
All goods are guaranteed as free from defects in material or faulty workmanship for a period of 6 months from the date of the invoice. The Company will at its discretion repair or replace the goods free of charge or refund or credit the invoiced cost of the goods. The Company will not accept liability for any form of consequential loss, damage, injury or expense incurred due to the failure of any product supplied to perform as specified. The Company will not be liable for any failure caused by wear, neglect, handling, misuse, inappropriate storage, testing, accidental damage or lightning induced transient voltages. Failure to notify the Company in writing of any such claims before 7 months from the date of the invoice will result in the Company bearing no liability under the terms of this guarantee.
Returns
Any goods returned under the terms of the Guarantee or for repair must be suitably packed and with the nature of the fault and the full name and address of the Customer clearly indicated. At the discretion of the Company goods returned as in new condition for credit due to incorrect ordering or specification will be subject to a handling charge of 15% of the invoiced value. Risk in the goods remains with the Customer until such time as the Company acknowledges receipt of the items.
Cancellation
Any order accepted by the Company may not be cancelled except on the Company’s terms and with the written consent of the Company. The Customer will accept liability to reimburse the Company for any loss or expense incurred due to such cancellation and shall be subject to a charge of 15% of the order value. The Customer will be liable to pay for the goods in full notwithstanding cancellation although the Company may at its discretion waive the cancellation charge and/or the requirement to pay in full or both.
Specification of products
The Company is continually adding new and improved products. It reserves the right to alter the specification, materials and price without prior notice. All descriptions and specifications in literature, brochures, catalogues and price lists are approximate and intended for illustration only. Any advice given by the Company is for general guidance and the Company will not accept liability for loss, damage, injury or expense arising from such advice. The Company may substitute materials with similar materials considered by the Company to be suitable for the purpose. Where the goods are sold by sample, the bulk of the goods will correspond with the sample in quality provided that the Company shall have no liability to the Customer unless more than 5% of the goods do not so correspond. The Customer shall be deemed to have a reasonable opportunity of comparing the bulk of any consignment of goods with a sample after three days from the date of the invoice. After such time the Customer having been deemed to have had a reasonable opportunity of comparing the bulk of any consignment with a sample the Customer will also be deemed to have notice of any defect rendering the goods not in accordance with the Contract and to have accepted all the goods so delivered.
Suitability of products
The Company does not claim that products are suitable for a particular use and the responsibility rests with the Customer to sample and test the products as to their suitability for an application. The Company will not be liable for any loss, injury or expense, consequential or otherwise incurred arising from the use of a produce or the failure of a product in an unsuitable application.
Patents, designs and copyright
Where goods or drawings or designs are supplied to the Customer’s specification, the Customer warrants that the manufacture and/or sale of them by the Company will not infringe any letters patent or registered design or copyright or similar industrial property rights whether inside or outside the UK or any copyright and agrees to indemnify the Company against all liability for such infringement and against all action, proceedings, claims, demands and expenses which may be taken or made against or become payable by the Company in respect thereof.
Force majeure
The Company shall not be liable for any failure to fulfil the terms of any contract in the event of war, invasion, act of an enemy, riot, civil commotion, fire, flood, explosion, strike, lock out, criminal damage, act of god or failure of the Company’s suppliers to make delivery or any other circumstances that are beyond the Company’s reasonable control.
Legal jurisdiction
The contract shall be governed by English law and the Customer agrees to submit to the sole jurisdiction of the English courts in any dispute arising from the contract.