Atlantic Rubber & Plastic Ltd
Unit 2 Croxstalls Avenue, Bloxwich, Walsall, West Midlands, WS3 2PJ
Company Registration No: 3350347
Terms and Conditions for the Sale of Goods – Business to Business
The Buyer’s attention is particularly drawn to Clause 12 (Limitation of Liability).
1. Definitions
In these Conditions, the following definitions apply:
Buyer means the person who buys or agrees to buy the Goods from the Seller.
Conditions means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Force Majeure Event has the meaning set out in clause 15.
Goods means the items which the Buyer agrees to buy from the Seller as described in the Seller’s confirmation of order.
Price means the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
Seller means Atlantic Rubber & Plastic Ltd of Unit 2 Croxstalls Avenue, Bloxwich, Walsall, West Midlands, WS3 2PJ.
VAT means value added tax under the Value Added Taxes Act 1994 or the fiscal tax applying to the sale of the Goods.
2. Conditions
2.1These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or any other document.
2.2All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
3. Price
The Price shall be the price quoted on the Seller’s confirmation of order.
4. Payment and Interest
4.1Payment of the Price and VAT shall be due on or before the last day of the month following the month in which the Seller’s invoice is dated, save where other payment terms have been specifically agreed in writing between the parties prior to the date of these Conditions.
4.2Interest on overdue invoices shall accrue from the date when payment becomes due, calculated on a daily basis until the date of payment, at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.3The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.
5. Goods
5.1The Goods are described in the Seller’s confirmation of order.
5.2The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.
6. Warranties
6.1The Seller warrants that the Goods will conform to their agreed specification at the point of delivery.
6.2The Buyer shall inspect the Goods on delivery and must notify the Seller in writing of any obvious defect or non-conformity within 5 working days of delivery. Where the Buyer fails to give such notice, the Goods shall be deemed to have been accepted.
6.3Where Goods incorporate self-adhesive materials, the Seller warrants that the adhesive performance of the Goods will be maintained for a period of 6 months from the date of supply, provided the Goods are stored at ambient temperature, sealed in original packaging and away from sources of heat, light, cold, UV and ozone. This warranty relates solely to the inherent adhesive performance of the Goods in storage and does not extend to suitability for any particular application or performance in end-use conditions. Any claimed defect must be notified in writing within 5 working days of discovery and must be accompanied by details of storage conditions. The Seller accepts no liability for adhesive failure where recommended storage conditions have not been maintained or where failure arises from the conditions of application or end use.
6.4Where self-adhesive materials are applied to solid rubber substrates, the adhesive bond is suitable for location and assembly purposes only and will not form a permanent bond. The shelf life of self-adhesive solid rubber products is 1 month from date of supply, subject to the storage conditions set out in clause 6.3. No warranty as to service life is given for such applications. Where solid rubber is supplied in coil form, the physical properties of the material may cause the adhesive release liner to crack or fracture; this is inherent to the materials and does not constitute a defect. The Buyer is advised to request samples for trial prior to committing to volume orders.
6.5Where Goods are supplied to the Buyer’s own designs, specifications or measurements, the Seller gives no warranty as to fitness for purpose beyond conformance with those designs, specifications or measurements.
6.6Where a valid defect is notified in accordance with this clause, the Seller shall at its option repair or replace the defective Goods, or refund the Price. This shall be the Buyer’s sole remedy.
6.7All other conditions and warranties, whether express or implied by statute or common law, are excluded to the fullest extent permitted by law.
7. Delivery of the Goods
7.1Delivery of the Goods shall be made to the agreed delivery address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery or made available for collection by the Buyer at the Seller’s, or carrier’s as the case may be, premises. The Buyer will collect the Goods within the period specified in the order.
7.2The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3The Seller shall use reasonable endeavours to deliver the quantity ordered, but reserves the right to deliver up to 10% more or less than the quantity ordered, with a pro-rata adjustment to the Price. Where an exact quantity is required, this must be agreed in writing with the Seller prior to acceptance of the order.
7.4The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.
7.5If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
8. Customer Supplied Materials
8.1Where the Buyer supplies materials to the Seller for processing or conversion (“Customer Supplied Materials”), the Seller warrants only that the work carried out on those materials will be performed with reasonable skill and care. No warranty is given as to the suitability of the Customer Supplied Materials for the intended process or end use, which remains solely the Buyer’s responsibility.
8.2The Buyer warrants that Customer Supplied Materials supplied to the Seller are fit for the intended process and free from defects. Where processing reveals the materials to be unsuitable or defective, the Seller reserves the right to halt processing and notify the Buyer, and shall not be liable for any loss arising from such unsuitability or defect.
8.3Normal processing waste and cutting losses arising from work on Customer Supplied Materials are unavoidable and shall not constitute a defect or give rise to any claim against the Seller.
8.4The Seller’s liability for loss of or damage to Customer Supplied Materials whilst on the Seller’s premises shall not exceed the material cost of the Customer Supplied Materials as declared by the Buyer at the time of order.
8.5The Buyer shall ensure that Customer Supplied Materials are delivered to the Seller in adequate quantity, allowing for normal processing tolerances and waste.
9. Acceptance of the Goods
9.1The Buyer shall be deemed to have accepted the Goods 5 working days after delivery to the Buyer.
9.2The Buyer shall carry out a thorough inspection of the Goods within 5 working days and give notice in writing to the Seller after discovering that some or all of the Goods do not comply with the Warranty above. The Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the Price of such defective Goods.
9.3Where the Buyer has accepted, or has been deemed to have accepted, the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
10. Title and Risk
10.1Risk shall pass on delivery of the Goods to the agreed delivery address or, as the case may be, collection by the Buyer.
10.2Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
10.3Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
10.4The Seller may at any time before title passes and without any liability to the Buyer: (a) repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and (b) for that purpose enter any premises of or occupied by the Buyer.
10.5The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
11. Carriage of Goods
Carriage will be charged at the Seller’s discretion. Where carriage is chargeable, the rate will be notified to the Buyer at the time of order or on the Seller’s confirmation of order.
12. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1Nothing in these Conditions shall limit or exclude the Seller’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
12.2Subject to clause 12.1:
(a) the Seller shall under no circumstances whatever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
(b) the Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the contract shall in no circumstances exceed the Price paid for the specific Goods giving rise to the claim.
12.3After the expiry of any applicable warranty period set out in Clause 6, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.
12.4This clause 12 shall survive termination of the contract.
13. Notices and Communications
13.1Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified in writing, and shall be delivered personally, or sent by pre-paid first class post, commercial courier, or email.
13.2A notice shall be deemed to have been received: if delivered personally, when left at the address stated; if sent by pre-paid first class post, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or if sent by email, one Business Day after transmission.
14. Entire Agreement
14.1This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in this agreement.
15. Force Majeure
15.1If either party is prevented or delayed in the performance of any of its obligations under this agreement by a Force Majeure Event, then such party shall be excused performance for so long as such cause of prevention or delay shall continue.
15.2For the purpose of this agreement, “Force Majeure Event” means any cause affecting performance arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of the affected party, including without limitation: strikes, lockouts or other industrial action; terrorism, civil commotion, riot, invasion or war; fire, explosion, storm, flood, earthquake, epidemic, pandemic or other natural disaster; impossibility of use of transport or other means of public or private transport; and political interference with normal operations.
16. Survival of Causes of Action
The termination of this agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time, nor affect the continuance in force of such provisions as are expressed or capable of having effect after termination.
17. Severability
If any provision of this agreement is held invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect.
18. Waiver
A waiver of any right under the contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise.
19. Variation
19.1No variation of this agreement shall be effective unless it is in writing and signed by both parties or their authorised representatives.
19.2The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement.
20. Law and Jurisdiction
20.1This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
20.2Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.
21. Insolvency of the Buyer
21.1This clause applies if the Buyer: (a) makes any voluntary arrangement with its creditors or becomes subject to an administration order; (b) being a company, goes into liquidation (otherwise than for the purpose of a bona fide amalgamation or reconstruction), has a winding-up order made against it, or has a receiver or administrator appointed over any of its assets; (c) being an individual or firm, becomes bankrupt; or (d) ceases or threatens to cease to carry on business, or the Seller reasonably apprehends that any of the above events is about to occur.
21.2If this clause applies, then without prejudice to any other right or remedy available to the Seller: (a) the Seller shall be entitled to cancel the contract or suspend any further deliveries without any liability to the Buyer; and (b) all sums outstanding from the Buyer to the Seller shall become immediately due and payable notwithstanding any previously agreed payment terms.
22. Tooling
22.1Where the Seller manufactures or procures tooling (including press cutting formes and similar production tooling) for the purpose of fulfilling a Buyer’s order, a part tooling charge will be invoiced to the Buyer. Notwithstanding such charge, all tooling shall remain the property of the Seller at all times.
22.2The Seller shall maintain tooling at its own expense during its normal working life. Where tooling becomes worn or damaged through fair wear and tear in the course of normal production, the Seller shall replace it without additional charge to the Buyer.
22.3The Seller reserves the right to dispose of or destroy tooling which has not been utilised in connection with the Buyer’s orders for a continuous period of two years, without liability to the Buyer.