Terms & Conditions

1                Definitions

1.1             In these Terms, unless otherwise provided:

1.2              

Acceptance Date:	means the date on which the Seller accepts the Buyer’s Order in writing
Business Day:	means a day other than Saturday, Sunday and public holidays
Delivery Location:	means the address specified in the Order
Force Majeure:	has the meaning set out in clause 12
Order:	means the Order, on the terms of this Agreement, for the Products set out overleaf in the Seller’s Acceptance
Products:	means the products set out overleaf and to be supplied by the Seller to the Buyer
Seller:	H & S Polythene Limited
Seller’s Acceptance:	The Order, as accepted by the Seller and set out overleaf
Specification:	means, in relation to Products, the description or specification set out overleaf and provided to the Buyer

1.3                 Unless the context otherwise requires:

1.3.1              each gender includes the others

1.3.2              the singular includes the plural and vice versa

1.3.3              references to this Agreement include the Seller’s Acceptance overleaf

1.3.4              references to persons include individuals, unincorporated bodies, government entities, companies and corporations

1.3.5              clause headings do not affect their interpretation

1.3.6              general words are not limited by example, and

1.3.7              references to legislation include any modification or re-enactment thereof.

2                    Terms

2.1                 An Order will be deemed to be an offer to purchase Products on the terms of this Agreement.

2.2                 Orders are not binding until accepted by the Seller in writing.

2.3                 Quotations issued by the Seller are valid for 10 Business Days from issue. They do not constitute an offer to sell or supply. If the Buyer wishes to purchase Products the subject of a quotation, it will need to place an Order.

2.4                 Marketing and other descriptive matter relating to Products are illustrative only and do not form part of this Agreement. The Buyer agrees that, in placing an Order, it has not relied on any representation or statement by the Seller not set out in this Agreement.

2.5                 This Agreement alone will apply to the sale of the Products by the Seller to the Buyer.  All other terms, including any:

2.5.1              which the Buyer seeks to incorporate, or

2.5.2              implied by course of dealing or by custom or practice, will not apply.

3                    Price and payment

3.1                 The price for the Products:

3.1.1              does not include delivery, which will be charged in addition.

3.1.2              does not include Value Added Tax.

3.2                 The price is payable in full at the time of delivery unless otherwise set out in the Seller’s Acceptance.

3.3                 The Seller may vary prices for Products from time to time. The Seller will give the Buyer not less than 30 days’ written notice of such variations.

3.4                 Orders accepted by the Seller at the time of notification of price variations under clause 3.3 will be fulfilled at the original prices quoted.

3.5                 The Seller will invoice the Buyer for Products, in advance

3.6                 The Buyer will pay all invoices:

3.6.1              in full, without deduction or set-off other than as required by law, upon delivery or if otherwise specified in the Seller’s Acceptance in cleared funds within 30 days of delivery

3.6.2              to the Seller's nominated bank account specified in the Seller’s Acceptance. Time of payment is of the essence.

3.7                 Where sums due hereunder are not paid in full by the due date:

3.7.1              the Seller may, without limiting its other rights, charge interest on such sums at 8% a month above the base rate of Barclays Bank plc from time to time in force

3.7.2              interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

3.8                 VAT will be charged by the Seller and paid by the Buyer at the then-applicable rate.

4                    Title and risk

4.1                 Risk in the Products will pass to the Buyer on delivery.

4.2                 Title to the Products will pass to the Buyer once the Seller has received payment in full for the Products

4.3                 Until title to the Products has passed to the Buyer, the Buyer will:

4.3.1              hold the products as bailee for the Seller

4.3.2              store the Products separately from all other material in the Buyer's possession

4.3.3              take all reasonable care of the Products and keep them in reasonable condition

4.3.4              insure the Products: (i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the Price (v) noting the Seller's interest on the policy

4.3.5              ensure that the Products are clearly identifiable as belonging to the Seller

4.3.6              not remove or alter any mark on or packaging of the Products

4.3.7              inform the Seller as soon as possible if it becomes subject to any of the events set out in clause 9.1

4.3.8              provide the Seller such information concerning the Products as the Seller may request from time to time.

4.4                 If, at any time before title to the Products has passed to the Buyer, the Buyer informs the Seller, or the Seller reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 9.1, the Seller may:

4.4.1              require the Buyer at the Buyer's expense to redeliver the Products to the Seller, and

4.4.2              if the Buyer fails to do so promptly, enter any premises where the Products are stored and repossess them.

5                    Delivery

5.1                 The Products will be:

5.1.1              delivered by or for the Seller to the Delivery Location on the date/s specified in the Seller’s Acceptance, or

5.1.2              made available for collection by the Buyer at the Seller's premises set out in the Seller’s Acceptance.  The Buyer will collect the Products within the period specified in the Seller’s Acceptance.

5.2                 The Products will be deemed delivered:

5.2.1              if delivered by or for the Seller under clause 5.1.1, on arrival of the Products at the Delivery Locationif collected by the Buyer under clause 5.1.2, on completion of loading at the Seller's premises.

5.3                 The Products may be delivered by instalments. Each instalment will constitute a separate contract, which will be invoiced and paid for separately.  Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.

5.4                 Each delivery of the Products will be accompanied by a delivery note stating:

5.4.1              the date of the Order

5.4.2              relevant Buyer and Seller details

5.4.3              the product numbers and type and quantity of Products in the consignment

5.4.4              any special handling and other instructions

5.4.5              whether any packaging material is to be returned (in which case the Buyer will, at the Seller's option, return them to the Seller or make them available for collection by the Seller at a time specified by the latter, in either case at the Seller's expense).

5.5                 Whilst the Seller will use reasonable endeavours to meet delivery dates, such dates are approximate only, and time of delivery is not of the essence.

5.6                 The Seller will not be liable for any delay in or failure of delivery caused by:

5.6.1              the Buyer's failure: (i) to make the Delivery Location available, (ii) prepare the Delivery Location as required for delivery of the Products or (iii) provide the Seller with adequate instructions, for delivery or otherwise relating to the Products

5.6.2              the Buyer's failure to collect the Products from the Seller's premises, or

5.6.3              an event of Force Majeure.

6.7                 If the Buyer fails to accept delivery of or collect the Products as provided in clause 5.1.1 or 5.1.2 on the date or within the period set out in the Seller’s Acceptance:

5.7.1              delivery of the Products will be deemed to have occurred at 12 noon on then ext  Business Day following such date/the last day of such period

5.8                 If, after the next  Business Day after the due date for delivery or collection/the last day of the period for delivery or collection of the Products, the Buyer has not taken delivery of or collected them, the Seller may resell or otherwise dispose of the Products.  The Seller will:

5.8.1              deduct reasonable storage charges and costs of resale, and

5.8.2              account to the Buyer for any excess of the resale price over, or invoice the Buyer for any shortfall of the resale price below, the price paid by the buyer for the Products.

6                    Quality

6.1                 The Seller warrants that, for a period of [12] months from delivery (the Warranty Period), the Products will:

6.1.1              conform in all material respects to their description and to any applicable Specification

6.1.2              be free from material defects in design, material and workmanship

6.1.3              be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as amended

6.1.4              be fit for any purpose held out by the Seller

6.1.5              The Seller will, at its option, repair, replace or refund the price of defective Products, provided that and subject to clause 9:

6.1.6              the Buyer informs the Seller in writing during the Warranty Period and promptly on  discovery that some or all Products do not comply with clause 6.1

6.1.7              the Buyer gives the Seller a reasonable opportunity to examine the defective Products

6.1.8              the Buyer returns the defective products to the Seller at the Buyer's expense

6.2                 This Agreement will apply to any Product repaired or replaced under clause 6.1.

6.3                 The Seller will not be liable for any failure of the Products to comply with clause 6.1:

6.3.1              where such failure could be expected to arise in the normal course of use of the Product, wilful damage, negligence, or abnormal working conditions

6.3.2              to the extent caused by the Buyer's failure to comply with the Seller's instructions as to: (i) storage, installation, commissioning, use or maintenance of the Products or (ii) good practice in relation thereto

6.3.3              to the extent caused by the Seller's following any design or specification or requirement of the Buyer in relation to the Product

6.3.4              where the Buyer repairs or alters any Product without the Seller's prior written agreement, or

6.3.5              where the Buyer uses any Product after notifying the Seller that it does not comply with clause 6.1.

6.4                 Except as set out in this clause 6:

6.4.1              the Seller gives no warranty in relation to the Products, and

6.4.2              will be under no liability for their failure to comply with the warranty in clause 6.1. In particular, the conditions implied by ss 13 — 15 of the Sale of Goods Act 1979 are expressly excluded.

7                    Obligations of the Buyer

7.1                  The Buyer will:

7.2                 place all orders on the terms of this Agreement and ensure that their contents are complete and accurate

7.3                 ensure that any part of the Specification which it provides is complete and accurate and contains all information the Seller may require

7.4                 co-operate fully with the Seller in relation to delivery or collection of the Products

8                    Liability

8.1                 The Seller does not exclude its liability:

8.1.1              for death or personal injury caused by its negligence, or

8.1.2              for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of the Supply of Goods and Services Act 1982

8.1.3              for defective products under the Consumer Protection Act 1987

8.1.4              for fraud or fraudulent misrepresentation

8.2                 The Seller will be liable to the Buyer for direct damage to tangible property in an amount which will not exceed 100 per cent. of the price for the Products concerned per incident or series of related incidents caused by the failure of any Product, as supplied by the Seller to the Buyer, to comply with the Specification or applicable product liability laws or regulations in force.

8.3                  Neither party will be liable for:

8.3.1               loss of data or use

8.3.2               any form of indirect, consequential or special loss, or

8.3.3               any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect,and, in each case, however arising.

8.4                 Other than as set out above, the Seller limits its liability (however arising) in respect of or in connection with the Products, and otherwise in connection with this Agreement, to the total price of Products the subject of this Agreement.

9                    Liability

9.1                 The Seller does not exclude its liability:

9.1.1              for death or personal injury caused by its negligence, or

9.1.1              for breach of the terms implied by s 12 of the Sale of Goods Act 1979 and by s 2 of the Supply of Goods and Services Act 1982

9.1.2              for defective products under the Consumer Protection Act 1987

9.1.3              for fraud or fraudulent misrepresentation

9.2                 The Seller will be liable to the Buyer for direct damage to tangible property in an amount which will not exceed 100 per cent. of the price for the Products concerned per incident or series of related incidents caused by the failure of any Product, as supplied by the Seller to the Buyer, to comply with the Specification or applicable product liability laws or regulations in force.

9.3                  Neither party will be liable for:

9.3.1               loss of data or use

9.3.2               any form of indirect, consequential or special loss, or

9.3.3               any loss of or failure to realise expected profit, revenue or savings or any other form of pure economic loss, whether any such loss is direct or indirect,and, in each case, however arising.

9.4                 Other than as set out above, the Seller limits its liability (however arising) in respect of or in connection with the Products, and otherwise in connection with this Agreement, to the total price of Products the subject of this Agreement.

9.5                 obligations hereunder.  Inability to pay is not Force Majeure

9.6                 A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

9.6.1              promptly notifies the other of the Force Majeure event and its expected duration, and

9.6.2              uses reasonable endeavours to minimise the effects of that event.

9.7                 If, due to Force Majeure, a party:

9.7.1              is or will be unable to perform a material obligation, or

9.7.2              is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days

10                  Termination

10.1              This Agreement may be terminated forthwith at any time by either party on written notice to the other if:

10.1.1           the other commits a material breach, or series of breaches resulting in a material breach, of the Agreement and such breach is not remediable or is not remedied within 10 Business Days of written notice to do so;

10.1.2           the other: (i) suspends or threatens to suspend payment of its debts, (ii) is unable to pay its debts as they fall due or (iii) is unable to pay its debts (being a company) within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) there is any partner to whom any of the foregoing applies;

10.1.3           the other: (i) negotiates with its creditors for rescheduling of its debts, (ii) makes a proposal to or compounds with its creditors in respect of its debts [other than solely by way of solvent amalgamation or reconstruction] or (iii) makes an application to court for protection from its creditors generally;

10.1.4           the other passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other [other than solely in relation to a solvent amalgamation or reconstruction];

10.1.5           a receiver or administrative receiver may be or is appointed in relation to the other or any of its assets;

10.1.6           any creditor of the other attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the other's assets, and such attachment or process is not discharged within [14] days;

10.1.7           the other takes or suffers any action similar to any of the above in any jurisdiction;

10.1.8           there is a material change in the management, ownership or control of the other;

10.1.9           the other suspends trading, ceases to carry on business, or threatens to do either;`

10.1.10         the other (being an individual) dies or ceases to be capable of managing his own affairs, or

10.1.11         the other is subject to an event of Force Majeure under clause 9.

10.2              In addition to its rights under clause 9.1, the Seller may terminate this Agreement at any time:

10.2.1           on 10 Business Days' written notice to the Buyer;

10.2.2           immediately on written notice to the Buyer if the Buyer has failed to pay any amount due under this Agreement on the due date

10.3              The Buyer may terminate this Agreement at any time:

10.3.1           On 10 Business Days’ written notice to the Seller

10.3.2           immediately on written notice to the Seller if the Seller has failed on more than 3 occasions to deliver any Product specified by this Agreement

10.4              On termination of this Agreement for any reason:

10.4.1           the Buyer will within 5 Business Days pay all invoices of the Seller then outstanding

10.4.2           the Seller will, within 5 Business Days, invoice the Buyer for all Products delivered or provided but not yet invoiced and the Buyer will pay such invoice within a further 5 Business Days

10.4.3           each party will within 5 Business Days return any materials of the other then in its possession or control; if it fails to do so, the other may enter onto any premises of the first party and take possession of them. Pending such return or taking possession, the first party will be responsible for such materials and will not use them for any purpose not connected with this Agreement

10.4.4           the accrued rights and liabilities of the parties will not be affected, and

10.4.5           any clause which expressly or by implication are to survive termination will do so.

11                 General

11.1              Time

Other than under clause 3.6.2 time is not of the essence of any date or period herein.

11.2               Set-off

Neither party may set off any amount the other owes it against any amount it owes the other in relation to this Agreement.  All payments hereunder will be made without set-off or counterclaim, free and clear of and without deduction for all taxes, levies, duties, charges, and withholdings of any kind now or in future imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

11.3                Relationship

The parties are independent businesses and not principal and agent, partners, or employer and employee.

11.4                Variation

Variations to this Agreement will have effect when agreed in writing.

11.5                Severability

 The unenforceability of any part of this Agreement will not affect the enforceability of any other part.

11.6                Notices

 Notices under this Agreement will be in writing and sent to the persons and addresses set out in the Seller’s Acceptance.  They may be given, and will be deemed received:

11.6.1             by first-class post: two Business Days after posting;

11.6.2             by hand: on delivery;

11.6.3             by facsimile: on receipt of a successful transmission report from the correct number, and

11.6.4             by e-mail: on receipt of a delivery or read return mail from the correct address.

11.7                Waiver

No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

11.8                 Further Assurance

The parties will do all further acts and execute all further documents necessary to give effect to this Agreement.

11.9                 Rights of Third Parties

This Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999, or otherwise.

11.10               Priority

The terms of this Agreement prevail over those of its Seller’s Acceptance.

11.11               Entire Agreement

This Agreement is the entire agreement between the parties in relation to its subject. 

11.12               Governing Law & Jurisdiction

11.12.1            This Agreement will be governed by the law of England and Wales.

11.12.2            Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.