Terms and Conditions
2. FORMATION OF CONTRACT
b) Quotations are not offers. No contract shall result until the Buyer’s order has been accepted by the Seller in writing.
c) All verbal acceptances of order are deemed made subject to these Conditions of Sale.
d) All assurances given or terms discussed before order or arising from previous transactions shall take effect as part of this Contract or as collateral warranty or contract, nor shall they bind the Seller in any other way, unless repeated in the Seller’s quotation and set out clearly in the Buyer’s written order.
e) No statement, description, information warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of the Seller shall be construed to enlarge, vary or override in any way any of these conditions.
f) The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
Terms of Payment
a) Payment shall be due by 30 days after the invoice date.
b) The price of the goods shall be due in full to the Seller and the Buyer shall not be entitled to exercise any set-off, lien or any other similar claim.
c) If the goods are delivered in instalments, the Seller shall be entitled to invoice each instalment as and when delivery thereof has been made and payment shall be due in respect of each instalment whereof delivery has been made, not withstanding any non-delivery or other default on the part of the Seller.
d) If upon the terms applicable to any order, the price shall be payable by instalments or if the Buyer has agreed to take specified quantities of the goods at specified times, a default by the buyer in the payment of any due instalment or the failure to give delivery instructions in respect of any quantity of goods outstanding shall cause the whole of the balance of the price to become due forthwith.
e) In addition to its other remedies, the Seller reserves the right to charge interest on delayed payments from the due date on a day to day basis at a rate not exceeding 5 per cent above Bank of England minimum lending rate from time to time in force.
4. PRICES AND VALIDITY
Quoted prices are subject to amendment before or after acceptance to meet any rise in cost of particular materials or components specified by the Buyer.
Amendments instituted by the Buyer and resulting in further work having to be done may incur an additional charge appropriate to the extra work and any other additional costs entailed.
Expedited Delivery: When work is rearranged at the Buyer’s request for delivery sooner than the quoted
time, a charge may be made for overtime and any additional costs so incurred.
a) Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of raw materials or bought in goods or components, or any other cause beyond the reasonable control of the Seller a reasonable extension of time for delivery shall be granted and the buyer shall pay such reasonable extra charges as shall have been occasioned by the delay.
b) Where the goods are not delivered by the Seller, but by an independent carrier, delivery to the carrier
shall be delivery to the Buyer.
c) The Buyer shall note any claim for short delivery and/or damage to goods on the delivery schedule at the time of delivery and shall confirm such claims in writing to the Head Office within three working days from the date of delivery. Compliance with this requirement shall be a condition precedent to any claim for short delivery and/or damaged goods. If short delivery does take place, the customer undertakes not to reject the goods but to accept the goods delivered as a part performance of the contract.
d) If the Buyer fails to take delivery on the agreed delivery date or, if no specific delivery date has been agreed, when the goods are ready for despatch, the Seller shall be entitled to store and insure the goods and to charge the Buyer the reasonable costs of so doing and to tender its account for the price under condition 4.
Claims and Reporting procedure
Any damages or faulty articles must be reported with 14 days of delivery. Please ensure items are checked within this timeframe, Enviropak Solutions will endeavour to rectify or replace any defective items within a 24-48 hour period where possible. Enviropak Solutions take no responsibility for any added value to the product. By adding further processes and applications this is deemed as acceptance of the goods.
7. RISK AND PROPERTY
a) Risk of damage to or loss of the Goods shall pass to the Buyer at the point of delivery.
b) As the insurable risk in the Goods shall pass to the buyer as soon as the Goods are delivered to him or to his order and pending disposal they must keep the Goods insured in the amount of the price at which the Goods are sold to the Buyer against all insurable risks.
c) If Goods are destroyed by an insured risk prior to the same being paid for the by the Buyer, the Buyer shall receive the proceeds of any such insurance as trustee for the Seller.
d) Notwithstanding the delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
e) Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods whether tangible or intangible, including insurance proceedings and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
f) Should the Buyer alter the Goods by subjecting them to any manufacturing process or incorporating them into another product or mixing them in any way then the resulting product (“altered goods”) will pass into the ownership of the Seller until payment due under all contracts between the Seller and the Buyer has been made In full and all the Seller’s rights hereunder shall extend to the altered Goods.
g) Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Gods are stored and repossess the Goods.
h) 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 Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
i) The Seller may maintain an action against the Buyer for payment of the agreed price not withstanding that
title in the Goods has not passed to the Buyer.
8. MANUFACTURING QUANTITIES
In the manufacture of Goods to the Buyer’s specification, the right is reserved to consider a variation not exceeding 10 per cent of the exact nominated quantity and charged pro-rate to be due execution of an order.
9. DESIGN AND SPECIFICATIONS
It is the Buyers responsibility to ensure that all approvals have been granted before manufacture commences and to satisfy itself that specifications are correct. The Buyer warrants that manufacture to his order ill not involve the Seller in the infringement of patent, registered design or trademark or other right and will indemnify the Seller against all claims, costs and expenses incurred by any such infringement.
10. WARRANTIES AND LIABILITY
a) “Conditions” – means the standard terms and conditions of purchase set out in this document and(unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the Seller. “ Contract” – means the Contract for the purchase and sale of the Goods.
” Goods” – means the Goods which the Seller is to supply in accordance with these Conditions.
b) As the Goods may be used for a multiplicity of purposes and in a multiplicity of ways over which the Seller has no control, all conditions or warranties, express, implied by statute or otherwise, as to their fitness for any particular purpose are hereby excluded.
c) In the case of Goods not of the Seller’s manufacture, the Seller will pass on to the Buyer any benefits obtainable under any warranty given by the Seller’s supplier provided that the Goods have been accepted and paid for.
d) In the case of any claim under this paragraph the Seller reserves the right at its sole discretion to replace the Goods or to credit to the Buyer, in full, the price paid by the Buyer to the seller.
e) In order to exercise its rights under this paragraph, the Buyer shall return the defective goods carriage paid to the Seller’s works.
f) Nothing herein shall impose any liability on the Seller in respect of any defect in the Goods arising out of the acts, omissions, negligence or default of the Buyer, its servants or agents, including in particular but without prejudice to the generality of the foregoing, any failure by the Buyer to comply with any recommendations of the seller as to storage and handling of the goods.
g) Where the goods are for delivery by instalment, any defect in any instalment shall not be a ground for cancellation of the remaining instalments and the Buyer shall be bound to accept delivery thereof.
h) Subject as expressly provided in these Conditions and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the full extent permitted by law.
i) The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other terms, or any duty at common law, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise.
Tools, dies, cutting formes and drawings made for the manufacture of Goods to be supplied to the Buyer shall remain the property of the Seller even though the Buyer may have been charged with a sum in respect of the cost of such, unless otherwise agreed in writing by the Seller.
12. BUYERS INSTRUCTIONS AND PROPERTY
The Seller accepts no liability for damage or loss of Buyer’s property, which is held at Buyer’s risk. Every care will be taken to secure the best results, but responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials supplied by the Buyer. Additional cost due to the delay or impaired production caused by late delivery, poor quality or packing may be charged to the Buyer. Buyer’s tools, Fixtures, etc. are used at Buyer’s risk and the Seller cannot accept any claim for loss or damage to the same. Liability cannot be accepted for Buyer’s materials or its processing where subsequent use shows that the material is unsuitable for the purpose. All such materials, together with drawings, artwork, samples and whatever information is required from a Buyer must be received at due time to avoid interference with other contracted work. Prices and completion dates quoted are dependent on unimpeded progress and delivery of complete order.
Samples, illustrations, drawings, etc., accompanying our quotations are to be regarded as approximate only and are not binding us in detail unless expressly said to be so in our quotation. Customers alterations and additional proofs necessitated thereby shall be charged extra.
The Buyer shall not, without Seller’s prior written consent, assign or transfer or purport to assign or transfer the contract to which these Conditions relate or the benefit thereof to any other person whomsoever.
No indulgence or forbearance extended to the Buyer shall limit or prejudice any right or claim available to Seller.
English Law shall be the proper law of the contract and all claims under the contract shall be settled by reference to the English legal system. (All disputes between the parties shall be resolved by arbitration by an arbitrator to be agreed by the parties, or, in default of agreement, to be appointed by the President of the chartered Institute of Arbitrators.)
Any notices required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.