1.1 In these Conditions the following words shall have the following meanings:
means the person, firm or company who accepts a quotation of the Seller for the sale of the Goods, or whose order for the Goods from the seller is accepted by the Buyer.
"the Seller" Means KALSI PLASTICS (UK) LTD.
"Conditions" Means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.
"Delivery Date" Means the estimated date for the deliver of the Goods.
"Goods" Means the price for the Goods (excluding carriage, packing, insurance and VAT)
2. Conditions Applicable
2.1 Unless otherwise agreed in writing these Conditions shall prevail over any conditions stipulated by the buyer. This does not affect the Statutory rights of a Consumer.
3. Delivery Date
3.1 Any delivery date specified shall be approximate only and time for delivery shall not be of the essence of the contract.
3.2 If the Buyer refuses or fails to take delivery of Goods by the Seller, hereunder the Seller shall be entitled to immediate payment in full for the goods so tendered and to store the same at the risk of the Buyer. The Buyer shall in addition to the Price pay all the costs of such storage and any additional costs incurred as a result of such refusal or failure. The seller shall be entitled after the expiration of 3 months from the date upon which the Price became payable to dispose of the Goods in such manner as the Seller may determine.
4.1 All price quotations are calculated from costs applicable at the date of such quotations.
4.2 All prices quoted by the Seller are exclusive of Value Added Tax. The Seller shall not vary the Price unless agreed in writing between the parties.
5.1 All Goods are at the Buyer's risk from the time of delivery to or collection by the Buyer or his agent or delivery to the place stipulated in the contract.
6. Delivery by Installments
6.1 Where delivery is by installments each installment shall be deemed to form a separate contract and non or late delivery of any installment shall not affect the balance of contract or entitle the Buyer to cancel the same.
7. Non delivery
7.1 The Seller must be notified of non-delivery within 7 days of receipt of notification of despatch.
8. Time for payment
8.1 All sums due to the Seller shall be paid by the 20th day of the month next after delivery. In default the Seller may:
8.1.1 suspend delivery under all or any contract with the Buyer and/or change interest at the rate of 5% above the base rate from time to time of Lloyds Bank plc on the sum outstanding and/or 8.1.3 Give written notice that where any sum remains due and unpaid for 21 days thereafter all contract may be cancelled and/or damages claimed by the Seller for wrongful repudiation against the Buyer.
9. Property in the Goods
9.1 Risk The risk in the Goods shall pass to the Buyer when the Goods are available for delivery to the Buyer at the point of delivery stated in the Conditions unless otherwise agreed by the parties in writing.
9.2 Title Property in the Goods supplied shall not pass from the Seller to the Buyer unless and until the Seller has received payment in full (in cash or cleared funds) in respect of;
9.2.1 the Goods; and
9.2.2 any other sums which become due to the Seller from the Buyer on any other account whatsoever.
CONDITIONS OF SALE
9.3 Storage of the Goods Until property in the Goods has passed to the Buyer, the Buyer must;
9.3.1 hold the Goods on a fiduciary basis as the Seller's bailee;
9.3.2 store the Goods (at not cost to the Seller) separately from all other Goods and in such a way as to enable them to be identified as the property of the Seller; and 9.3.3 keep the Goods fully insured to their full market value.
9.4 Recovery of the Goods The Seller reserves the right to repossess and uplift any Gods supplied to the Buyer and thereafter to resell the same and for this purpose the buyer grants the Seller, its agents and employees an irrevocable right and licence to enter any premises where the Goods or other products are or may be stored with or without vehicles during normal business hours.
9.5 Recovery of Proceeds of Sale The Buyer may resell the Goods on the following conditions;
9.5.1 any sale shall be effected in the ordinary course of the Buyer's business at full market value, and
9.5.2. the Buyer shall hold such part of the proceeds of sale or otherwise as represent the amount owed by the Buyer t the Seller, whether tangible or intangible, including insurance proceeds, separate from any moneys or property of the Buyer and any third parties and in a fiduciary capacity on behalf of the Seller until payment has been received in full.
9.6 Termination of Buyer's Rights The buyer's right to possession shall terminate immediately if;
9.6.1 the Buyer has not paid all amounts due to the Seller on any account whatsoever;
9.6.2 the Buyer is declared bankrupt or makes any proposal to his creditors for composition or other voluntary arrangement with its creditors or does or fails to do anything which would entail a petition for winding up or a bankruptcy order to be presented; 9.6.3 the Buyer does of fails to do anything which would entitle any person to appoint a receiver to the whole or part of the Buyer's assets or would entitle any person to present a petition for the administration of the Buyer or a resolution is passed for the winding up of the Buyer;
9.6.4 a judgment against the Buyer remains unsatisfied; 9.6.5 the Buyer is unable to pay a debt to a third party as if falls due and/or is or is deemed to be insolvent; or
9.6.6 any distress or execution whether legal or equitable, is levied against any of the Buyer's assets.
9.7 Seller's Rights On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this clause [insert clause number] will remain in effect.
9.8 General If any provision of these Conditions is held by an 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.
10. Extension of contract Period
10.1 In the event of strike, lockout or other industrial dispute, fire, flood, storm tempest, Act of God, stoppage or substantial interference with transport or substantial interference with the supply of gas, water or electricity, prohibition of export or import, Government Decree or requirements whether local or national, riots, war or any other contingency of any kind whatsoever beyond the control of the Seller causing a shortage of supply of labour, fuel or raw materials or of any other things necessarily impeding or interfering with the manufacture, use or delivery or carriage of the Goods such extension of time for performance of the contact shall be allowed, the Seller by the Buyer as be reasonable.
11.1 The seller shall have no liability in relation to any consequential loss or damage (whether for loss of profit or otherwise), cost, expenses and other claims for consequential whatsoever (and whether caused by the negligence of the Seller its employees or agents or otherwise) save so far as defects in the Goods cause death, injury or damage to person or property to the Buyer or any third party arising from the supply and/or installation or use of the Goods.
11.2 the Buyer acknowledges that it has examined the Goods and has satisfied itself from that examination that the Goods are of satisfactory quality and the Goods are fit for the purpose of reliance on its own skill or judgement of the Seller.
11.3 The Seller shall not be liable in respect of any defect whatsoever unless the Buyer notifies the Seller in writing of such defects within a reasonable time after delivery but the liability of the Seller in that respect shall be limited to a free replacement or refund but not further or otherwise.
11.4 The Seller shall not be liable to the Buyer or be deemed to be in breach of this contract by reason of any delay in performing or any failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller's reasonable control.
12. Fitness for Purpose
12.1 Where the Goods are required for a purpose other than the normal or usual purpose for which such goods are commonly supplied then no condition or warranty of fitness for the purpose of the Goods shall be implied unless the Buyer has made known to the Seller in writing the exact purpose for which the Goods are intended to be used on or before the making of the contract.
12.2 The Goods shall be manufactured and supplied in accordance with all applicable British standards which relate specifically to the Goods but the Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety, statutory or EU requirements or which do not materially affect the quality or fitness for purpose of the Goods. The Seller will notify the Buyer of any such changes in writing.
12.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing if the Seller and on terms that the Buyer shall indemnify the Seller for the price of the Goods of the Goods in full the cost of all labour and materials and all charges and expenses incurred by the Seller as a result of cancellation.
13. Intellectual Property Rights
13.1 The buyer shall full indemnify and keep indemnified the Seller from and against all claims for infringement or alleged infringement of third party or other industrial rights and all costs and expenses incurred in connection there with arising from the execution of the Buyer's order in accordance with the Buyer's design plans or specifications.
14. Size of Materials
14.1 Unless specifically warranted (in writing) as accurate all sizes referred to on price lists, estimates and brochures are approximate only.
15.1 The Seller shall have the right forthwith to terminate the contract if the Buyer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Buyer shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the winding up of the Buyer or for any amalgamation or reconstruction).
16.1 Where palletised deliveries are requested by the Buyer or deemed necessary by the Seller then the cost of the pallets may be added to the Price. pallets subsequently returned in the same condition as delivered will be credited to the Buyer at the price originally charged.
17.1 Notices given hereunder shall be in writing and sent by first class post and addressed to the other party at its last known address or principle place of Seller or its registered office and any such notice sent by post shall be deemed to have been received 48 hours after the letter containing the notice has been properly addressed, stamped and put in the post.
18. Jurisdiction and Choice of Law
18.1 All orders accepted by the Seller and any dispute or litigation arising therefrom shall be governed by English Law and subject exclusively to the jurisdiction of the English Courts.