Terms of Business
Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions
(Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
- 1. Interpretation
In these Conditions "BUYER" means the person who accepts a quotation of the Seller for the sale of the Goods
or the provision of Services or whose order for the Goods or Services is accepted by the Seller;
means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply
in accordance with these Conditions;
"SERVICES" means services performed by the Seller for the Buyer in
the Seller's workshop or by the Seller's sub-contractor in its workshop whichever is appropriate;
means IPSWICH PLASTICS LIMITED (registered in England under number 1119992) whose registered office is at Foxtail
House Foxtail Road Ransomes Park Ipswich IP3 9RX;
"CONDITIONS" means the standard terms and conditions of
sale 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 and Services;
"WRITING", includes facsimile transmission and comparable
means of communication. A reference in these Conditions to any provision of a statute shall be construed as
a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these
Conditions are for convenience only and shall not affect their interpretation.
- 2. Basis of the sale
The Seller shall sell and the Buyer shall purchase the Goods and/or the Services in accordance with any quotation
of the Seller or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions,
which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation
is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
The Seller's employees or agents are not authorised to make any representations concerning the Goods or Services 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, but nothing in these Terms affects
the liability of either party for fraudulent misrepresentation.
Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as
to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon
entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which
is not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer,
invoice or other document or information issued by the Seller shall be subject to correction without any liability on the
part of the Seller.
- 3. Orders and specifications
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including measurements
and any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating
to the Goods or Services within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
The quantity, quality and description of and any specification for the Goods or Services shall be those set out in the
Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).
The Seller reserves the right to make any changes in the specification of the Goods or Services which are required to
conform with any applicable statutory or E.G. requirements or, where the Goods or Services are to be supplied to the
Seller's specification, which do not materially affect their quality or performance.
Where the Buyer deposits equipment with the Seller for repair the following conditions shall apply:
- The equipment shall remain at the Buyer's risk whilst in the possession of the Seller or its sub-contractors;
- the Seller may, if it deems necessary, sub-contract the repair to the manufacturers, or to specialist engineers;
the Seller shall notify the Buyer as soon as the equipment is ready for collection after repair and in the event that
the Buyer does not collect the same within a period of three months from the date of such notification, the Seller shall
be entitled to sell the equipment and settle its account from the proceeds of sale. The Seller shall then account to the
Buyer for the residue of the proceeds of sale.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller
and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the
cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
Without prejudice to the preceding sub-clause, where the Seller agrees to give a refund or a credit note for Goods returned to the Seller:
a handling charge equal to 20% of the invoice price or, where in the Seller's opinion, the Goods have special handling requirements
due to excess weight size or unusual configuration, a handling charge to be determined by the Seller up to a maximum of 40% of invoice
price, will be charged to the Buyer; and
- if the Seller agrees to collect the Goods from the Buyer, the Buyer must complete and sign the Seller's collection note; and
the Goods must be returned to the Seller in the same condition in which they were received by the Buyer and otherwise in a condition
suitable for resale by the Seller.
- 4. Price of the Goods and Services
The price of the Goods shall be the Seller's quoted price or, where no price has been quoted (or a quoted price is no longer valid),
the price listed in the Seller's published price list current at the date of acceptance of the order or in the case of Services, a price
calculated by reference to the Seller's current standard labour charges.
The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods or Services
to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller any change in delivery dates,
quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure
of the Buyer to give the Seller adequate information or instructions.
The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be
given to the Buyer provided they are returned undamaged to the Seller before the due payment date.
- 5. Terms of payment
- Except where the Buyer has a trade account with the Seller, the price of the Goods or Services shall be paid in cash prior to collection or delivery.
In respect of trade accounts:
Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of:
Goods - on oral any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails
to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the
Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the
- Services - on or at any time after the provision of the Services.
The Buyer shall pay the price of the Goods and/or Services (without deduction or set-off) at the end of the month following the date of the Seller's
invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods
has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller shall be entitled to:
- cancel the contract or suspend any further deliveries to the Buyer;
appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the
Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of six per cent per annum above National
Westminster Bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the
purpose of calculating interest);
- terminate trade facilities.
Where the Seller agrees to apply its Services to goods not supplied by the Seller the Buyer hereby warrants either that the goods in
question are the unencumbered property of the Buyer or that the owner of the goods has given it's irrevocable consent to the Services
being applied to such goods by the Seller.
- 6. Delivery
Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller
has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller,
by the Seller delivering the Goods to that place.
Any dates quoted for delivery of the Goods or the provision of the Services are approximate only and the Seller shall not be
liable for any delay in delivery of the Goods or the provision of the Services however caused. Time for delivery or the provision
of Services shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be
delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
Where the Goods are to be delivered or the Services provided in instalments, each delivery shall constitute a separate contract
and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer
in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
If the Seller fails to deliver the Goods or provide the Services or any instalment for any reason other than any cause beyond
the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability
shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods or services
to replace those not delivered over the price of the Goods or Services.
If the Buyer fails to take delivery of the Goods or fails to discharge his obligations under 6.6 or fails to give the Seller adequate
delivery instructions (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault)
then, without limiting any other right or remedy available to the Seller, the Seller may:
- store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer
for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
If the Seller agrees to deliver the Goods to a place designated by the Buyer ("the Designated Premises"), the Buyer shall, at no cost to the
Seller, make arrangements to provide the delivery driver with all necessary facilities and assistance to unload the Goods safely from the Seller's
delivery vehicle. The Buyer shall indemnify and keep indemnified the Seller against any costs claims damages, penalties fines or other losses
arising from the Buyer's failure to provide the delivery driver with the necessary facilities and assistance and a safe working environment whilst
on the Designated Premises. If the Buyer is in any doubt as to the necessary facilities and assistance, he must contact the Seller prior to delivery.
- 7. Risk and property
Risk of damage to or loss of the Goods shall pass to the Buyer:
- in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to
take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
Notwithstanding 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.
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, but the Buyer may resell or use the Goods in the ordinary course of its business.
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 in
the ordinary course of business), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails
to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
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 limiting any other right or
remedy of the Seller) forthwith become due and payable.
- 8. Warranties and liability
Subject to the following provisions the Seller warrants that the Goods will correspond with their specification at the time of delivery and will
be free from defects in material and workmanship for a period of twelve months from the date of their delivery to the Buyer.
- The above warranty is given by the Seller subject to the following conditions:
- the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions,
failure to follow the Seller's instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller's approval;
Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest
extent permitted by law.
Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation
(unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of
profit or for any indirect, special or consequential loss or damage, (whether for loss of profit or otherwise), costs, expenses or other claims for compensation
whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the
Goods or Services or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the
price of the Goods, except as expressly provided in these Conditions.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform,
any of the Seller's obligations in relation to the Goods or Services, if the delay or failure was due to any cause beyond the Seller's reasonable control.
Without limiting the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
- Act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
Where the Goods or any component in them, are manufactured by any person other than the Seller and those Goods or components are covered by a warranty
from their manufacturer, the Seller's liability under this warranty to repair or replace those components ends at the end of the period of the warranty
provided by the manufacturer.
The Buyer must make a thorough inspection of the Goods and any Services applied thereto before installing or fitting the Goods or incorporating them into
a structure or other works and the Seller shall not be liable for any loss incurred by the Buyer as a result of the Buyer's failure to comply with its
obligations under this provision.
- 9. Insolvency of Buyer
This clause 9 applies if:
the Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject
to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
- the Buyer ceases, or threatens to cease, to carry on business; or
- the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller shall be entitled to cancel the
Contract or suspend any further deliveries or the supply of Services under the Contract without any liability to the Buyer, and if the Goods
have been delivered or the Services provided but not paid for the price shall become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary.
These terms were last updated on January 2010.
- 10. General
A notice 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.
- No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the
validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
Any dispute arising under or in connection with the Contract or the sale of the Goods shall be referred to arbitration by a single arbitrator
appointed by agreement or (in default) nominated on the application of either party by the President for the time being of Law Society.
- The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
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