TRADE TERMS AND CONDITIONS OF BUSINESS.
1. These Terms and Conditions apply to every contract entered into by Magnum Packaging (NE) Ltd (“the Seller”) for the supply or sale by the Seller of goods and services and apply in place of and override any terms and conditions referred to by the Buyer whenever in negotiations or otherwise. In these Terms and Conditions “the Buyer” means the person, firm or company purchasing and “the Goods” means the goods, materials or services the subject of the contract between the Seller and the Buyer.
2. No stipulation or representation made or attempted to be made at any time by either party to the contract or by any person on behalf of either such party shall be held to vary modify or contradict these terms and conditions in any way whatsoever. No variation in these terms and conditions shall be valid unless made in writing under the hand of the Managing Director of the Seller.
3. (a) The price to be paid for the goods will be the Seller’s current price ruling at the date of delivery of the goods whether or not that date be stated in the contract but the Seller shall inform the Buyer in writing of any increase in price after the date of the contract and in that event the Buyer may give notice in writing within seven days of the posting of such information by the Seller to cancel any undelivered balance of the goods which at the date of receipt of the notice by the Seller is not prepared or in the course of preparation.
(b) Terms of Payment are set 28 days following date of invoice. Payment is not to be delayed by the Buyer’s own inspection arrangements. Where goods are delivered by instalments payment for one instalment is not withheld by reason of query on any other instalment.
(c) Interest at the rate of five per cent per annum over the base-lending rate for the time being of Midland Bank Plc. Will be charged by the seller on overdue payments and shall be payable by the buyer from the date upon payment becomes due until actual payment is received by the seller.
4. (a) If the Buyer alleges any damage to or shortage in quantity of the goods he must do so in writing within seven days after delivery thereof and the seller will not be liable for any such damaged or shortages if complained after this period.
(b) If the Buyer alleges any defect in quality of the goods or if goods shall be found to be not in accordance with the terms of this contract and is the Seller shall after it has had a reasonable time to investigate that this is the case the seller shall have the option of replacing the goods without charge to the buyer or requiring the return of the goods and refunding any sums paid by the Buyer and the Buyer’s right shall be limited to replacement of the goods or refund of any sum paid.
(c) The seller shall in no circumstances be liable for consequential loss or damage of whatsoever nature arising from defects in goods supplied unless the Buyer shall have made known to the seller the purpose and intended use of the goods and the conditions of such propose and use in such event the seller shall only be liable to the buyer for a sum not exceeding the contractual sum payable for the goods except in respect of death or personnel injury resulting from negligence of the seller or it’s servants or agents.
(d) It the goods shall be lost or damaged in transit or if the buyer shall receive notification indicating the probability of such loss or damage the buyer shall give immediate notice in writing to the seller and to any carriers concerned and shall take prompt and reasonable measures to establish the responsibility for any such loss or damage and generally to safeguard the interests of the Buyer and Seller.
5. (a) Every endeavour will be made to deliver the correct quantity ordered but quotations are conditional upon a margin of ten percent being allowed for over make or shortage the same to be charged for or deducted. Thickness given is calculated plus or minus 10 per cent. Size given is calculated at plus or minus five per cent.
(b) Suitability of goods for any specific purpose cannot be guaranteed by the seller.
(c) The property in any rejection goods shall revert to the seller.
(d) In the case of sale by sample the goods are not sold as being in conformity with the samples even though samples may have been supplied by the seller.
(e) Where the buyer has specified that the goods shall be of a certain colour or size such specification shall be subject to a reasonable commercial variation.
6. (a) All preliminary work whenever experimental or otherwise carried out at the buyer’s request shall be charged in addition to the sums specified in this contract.
(b) A further charge may be made to cover any initial work involved where a copy supplied is not clear and legible.
(c) All sketches and origination work prepared by the seller shall remain the property of the seller unless paid for by the buyer.
(d) In the case of printed materials all alterations from the original copy on and after the first proof including alterations in style will be charged extra. No responsibility will be accepted for any errors in proof, which have been accepted in writing by the buyer.
7. The risk in the goods shall pass to the buyer on delivery to the buyer or his agents which delivery shall be taken as occurring.
(a) Where the goods are delivered by the Seller or its agents when the goods or packages in which the goods are contained are offloaded from the Seller’s or its agents vehicles.
(b) When the goods are collected by the Buyer or his agent when the goods or the packages in which they are contained are loaded onto the vehicle provided or used by the Buyer or his agent.
8. (a) Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Terms and Conditions, the goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price for the goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
(b). The Seller may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(c ). Until such time as the Buyer becomes the owner of the goods he shall hold them as the Seller’s fiduciary agent and bailee and will store them on his premises separately from his own goods or those of any other person and in the manner which makes them readily identifiable as the goods of the Seller.
(d). Until such time as the Buyer becomes the owner of the goods he shall be entitled to resell or use the goods in his ordinary course of business, and for this purpose only the Seller grants to the Buyer a licence subject to the express conditions that:
(i) The Buyer shall account to the Seller for the proceeds of sale or otherwise of the goods, whether tangible or intangible, including insurance proceeds, 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 property stored, protected and insured:
(ii) The Licence terminates forthwith, without notice, upon the commencement of receivership, Liquidation or, Bankruptcy of the Buyer.
(e). If goods the property of the Seller are mixed with the goods the property of the Buyer or are processed with or incorporated therein the product shall become and/or shall be deemed to be the sole and exclusive property of the Seller.
(f). If goods the property of the Seller are mixed with goods property of any other person other than the Seller or are processed with or incorporated therein the product thereof shall become and/or be deemed to be owned in common by the Seller and that person in the proportion which the values of the respective goods bear to each other.
(g). The Buyer shall not be entitled to pledge or in any way charge by way of security for an indebtedness any of the goods which remain the property of the Seller, but if the Buyer does so all the moneys owing by the Buyer to the Seller (without prejudice to any other right or remedy of the Seller) become due and payable forthwith. PROVIDED THAT if the provisions of any sub-clause or sub-clauses are held to be invalid such invalidity shall not extend to the provisions of the other sub-clauses hereof.
9. The Seller reserves the right at its absolute discretion to sub-contract part or all of the subject matter of this contract.
10. (a) The Seller shall be under no liability if it is prevented from or delayed or hindered in performing any of its obligations under the contract by reason of war, civil disturbance, riot, labour dispute, fire, accident, explosion, flood or any cause (whether or not of the same nature as the foregoing) beyond the control of the Seller
(b) Every effort will be made to deliver within the time agreed but the Seller shall not be held liable for any loss whether direct or indirect which may arise from delay in delivery.
11. This contract shall be governed by English Law and by the jurisdiction of the English Courts.