“The Seller” means Carclo Technical Plastics or any subsidiary of Carclo Technical Plastics.
“The Customer” means the person, firm or company with whom the contract is made.
“The Contract” means the Contract for the sale of goods and/or supply of services between the Seller and the Customer set out in the quotation (if any) and order acknowledgement (if any) and these terms and conditions.
“The Products” means the Products or any part thereof agreed to be sold as described in the Contract and any replacements thereof or spare parts.
Contract Terms, Quotations & Cancellation
All Contracts made by the seller or by its Agents are subject to these terms and conditions, and any terms and conditions referred to by the Customer or contained in any order or acceptance or quotation confirmation or otherwise brought to the notice of the Seller are hereby excluded unless expressly agreed to in writing by the Seller.
No person has any authority to make any representation or give any warranty relating to the Contract and/or the Products or to agree to any variation or addition to the Contract unless such representations warranty variation or addition are expressed in writing and signed on behalf of the Seller by a person duly authorised by the Seller.
Any quotation issued by the Seller shall be capable of acceptance only within 28 days from the date thereof, unless otherwise expressly stated, and any quotation may be withdrawn at any time by the Seller.
The Customer may not cancel the contract, and if the Customer purports to do so, the Customer shall indemnify the Seller against all costs, charges, expenses and other losses incurred.
All prices (unless stated otherwise) in the Contract are exclusive of value added tax, export duties, import duties, excise duties or any other duties payable in respect of the Products. Any such taxes, imports or duties shall be payable by the Customer in addition to the Purchase Price of the Products and any other sums due to the Seller from the Customer.
Unless stated otherwise, the price of the Products shall exclude costs of packaging, insurance and delivery unless specifically included, and shall be in accordance with the Seller’s terms of carriage in force from time to time.
The Seller may vary the price expressed in the Contract to the extent that the cost to the Seller for producing, transporting or insuring the Products is increased (for whatever reason) between the date of the Contract and the date on which any consignment of the Products are delivered to the Customer.
The Seller reserves the right to amend the prices of Products, as published by the Seller from time to time without prior notice.
All preliminary work and variations carried out, whether for experiment or otherwise, at the customer’s request will be charged.
If the Seller’s delivery note states that the packaging is to be returned to the Seller, then the Customer must within one month of the delivery of the Products return such packaging, carriage paid and in good condition to the Seller. If the Customer fails to comply with this Clause, such packaging shall be charged to the Customer at the full replacement cost.
The Customer shall pay for the Products within 30 days of the invoice date in the currency, and manner specified in the Contract, unless otherwise specified.
In the case of sales for delivery of goods outside the United Kingdom, payment shall be by way of irrevocable letter of credit unless otherwise agreed. Such letter of credit shall be opened when the order is placed and confirmed by a clearing bank in London providing for payment of the price against presentation of shipping documents. Such letter of credit shall be valid for three months after quoted delivery date, allow part shipment and transhipment, and allow the Seller choice of shipment, shipping agent and line. Payment shall be made to the Seller by telegraphic transfer by the confirming bank to the Seller’s bank. All bank charges shall be paid by the Customer.
If payment is not made upon the due date, the Seller may, at its absolute discretion, without notice, charge interest from the due date on a day to day basis at the rate of 8% per annum above The Bank of England base rate.
The time of payment shall be of the essence, and failure to make any payment on the due date shall entitle the Seller, at its option, to treat the Contract as repudiated and act accordingly.
The Seller may invoice part shipments separately.
Payment shall be made whether or not the Customer has any complaint in respect of defective products.
Receipt of Goods & Non-Delivery
The Customer shall promptly accept the Products when they are delivered or tendered for delivery in accordance with the Contract. In the event of the Customer wrongly failing to so, accept the Products the Customer shall (in addition to any other liabilities it may have to the Seller) be fully liable for costs, charges and expenses including, but not limited to, storage insurance and handling expenses incurred as a result, directly or indirectly, of it failing to accept the Products.
Any claims by the Customer in relation to the Products damaged upon delivery, shortage or non-delivery, must be made in writing to the Seller and:
In the case of Products being damaged upon delivery or upon there being any shortages in the consignment, the said claim must be made within three working days of the date the Products were delivered to the Customer, and in any event, the Customer must have inspected the Products on delivery in the presence of the Seller’s delivery agent and any damage or defective Products or shortages must be endorsed on the delivery receipt accordingly.
In the case of non-delivery of a whole consignment, the said claims must be made within seven days of the Customer receiving the advice note or upon receipt of the invoice, whichever is the later, except in the case of export sales when claims must be made within seven days of the advised date of arrival.
Carriage & Delivery
Any stated delivery date is given as a guide only and the Seller accepts no responsibility for loss or damage resulting from delay, howsoever arising.
At the delivery address the Customer must provide:
Every facility to ensure that the goods are promptly off-loaded.
Supervision of and assistance in the off-loading operation, in accordance with safe practice and statutory requirements.
In the event that a delivery schedule has been agreed, then such schedule shall also be as a guide only, but the Seller reserves the right to deliver and require payment for the Products in accordance with such schedule, in the event that delay is requested by the Customer.
Where the Customer requests postponement of delivery (and this is agreed by the Seller), the Seller may invoice the Customer on the date upon which delivery would otherwise have been made and the Seller shall have the right to charge for storage and insurance of the Products, notwithstanding that risk shall have passed to the Customer.
Title & Risk
The risk in the Products shall pass to the Customer at the time the Products are appropriated to the Contract or despatched for delivery to the Customer, whichever be the earlier.
Where delivery is delayed pursuant to Clause 6.4 hereof, the Products shall be deemed to have been appropriated to the Contract and risk shall pass accordingly.
Section 32(3) of the Sale of Goods Act 1979 shall not apply, nor shall the Seller be obliged to give any notice of despatch or intended despatch.
Notwithstanding delivery to the Customer, legal and beneficial ownership in the Products shall remain with the Seller until all sums due to the supplier have been paid (whether or not due, invoiced, or ascertained at the date of delivery).
Notwithstanding sub-clause (i) hereof, the Company may sell the products to a third party in the ordinary course of the Customer’s business but (1) only at such price as will be sufficient to ensure the Customer received the value from such sale and (2) the Customer shall, in every such case, make it a condition of such sale that the property in the Products shall not pass to the sub-purchaser until such sub-purchaser has paid the Customer a sum at least equal to the price as charged by the Customer. The Customer holds the products until payment to the Seller in a fiduciary capacity as bailee for the Seller and the relationship of bailor and bailee is created as between the Seller and the Customer.
On receipt of notice from the Seller, or on the happening of any of the events set out below, the Customer’s authority to sell the Seller’s Products in accordance with sub-paragraph (ii) above shall be withdrawn. The Seller shall be entitled to give such notice to the Customer at all times.
If any of the events referred to below happens, notice thereof is to be given immediately to the Customer by the Seller. Furthermore, all Products which are the property of the Seller and are in the possession of the Customer shall be delivered immediately to the Seller. Without prejudice to the Customer’s duty to make delivery as aforesaid, the Seller upon receiving notice from whatever source of the happening of one of the said events shall also have the right during normal business hours to enter upon the premises of the Customer to take possession of the Seller’s products (subject only to any restriction imposed by the insolvency Act 1986) and the Customer, if at any time required to do so by the Seller, shall formally assign to the Seller the benefit of any claims arising from the re-sale of the Seller’s products by the Customer and shall furnish to the Seller full particulars of any information in respect of such a claim.
The events referred to above are:
any notice to the Customer that a receiver or manager or administrative receiver is to be or has been appointed.
any notice to the Customer that a petition to wind up the Customer or applying for an administration order is to be, or has been presented of any notice of resolution. to wind up the Customer (save for the purposes of reconstruction or amalgamation).
a decision by the Customer that it intends to make an arrangement with its creditors.
any act of bankruptcy as defined in Section 1 of the Bankruptcy Act 1914.
The Customer shall not save, as above, create or allow to be created any right in Products in favour of any third party. If the Customer breaches any of the provisions of this sub-paragraph, the value shall immediately, and notwithstanding any other term hereof, to the contrary become payable.
Until the payment specified in sub-clause (i) hereof, the Customer will not save as permitted in sub-clause (ii) hereof dispose of the item or items in question, but will store the same taking all necessary safeguards.
The Customer also agrees that the provision of this Clause shall apply in respect of all sums outstanding from the Customer to the Seller, whether or not relating to the Products in the possession of the Customer, under the provisions hereof but this sub-clause shall be a severable term of the contract.
The Seller shall not be liable for delay or failure in performing its obligations under the Contract to the extent that such failure or delay is caused or contributed to by an Act of God, war, civil commotion, riot, strike, lock-out, trade dispute, breakdown, accident or any other happening or event whatsoever (whether or not of a kind similar to those beforehand) beyond the reasonable control of the Seller. Should any such event occur, the Seller may, at its own option, suspend and or cancel the Contract without incurring any liability whatsoever for any loss or damage thereby occasioned. The Seller shall be reimbursed by the Customer all costs and expenses incurred in respect of the contract prior to the operation of this clause.
Improvements, Alterations & Cross Reference
The Seller has a policy of continuous improvement to its Products, and in pursuance of that policy, reserves to itself the right to make without notice any changes in material, dimensions or design of goods which having regard to all the circumstances it believes to be reasonable or desirable and such changes shall not affect the validity of the contract.
All Seller’s literature containing product illustrations and dimensions and any other information relating to the Seller’s Products are used for reference purposes only and are not guaranteed to be exact. The Seller accepts no legal liability for errors or omissions to this information.
Other manufacturers product part numbers are used for reference purposes only and are not guaranteed to be exact. The Seller accepts no legal liability for errors or omissions to this information.
Assignment & Delegation
The Contract is personal to the Customer who may not assign it without the Seller’s written consent.
The Seller may delegate its performance of the Contract and assign its rights hereunder.