Terms & conditions

TERMS OF SALE

 1 – INTERPRETATION.

1.1 In these Conditions:

1.1.1 ‘Buyer’ means the person who accepts a quotation of the Seller for the sale of Goods or whose order for the Goods is accepted by the Seller.

1.1.2 ‘Goods’ means the goods (including any instalment of the goods or any part of them) which the Seller is to supply in accordance with these Conditions (provided always that where the Contract is for or includes the provision of services the words “the Goods” shall be construed as meaning the services which the Seller has contracted to provide).

1.1.3 ‘ 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.

1.1.4 ‘Contract’ means the contract for the sale and purchase of the Goods.

1.1.5 ‘Input Material’ means any specification, documents, data, designs or other information provided by or on behalf of the Buyer to the Seller.

1.1.6 ‘Output Material’ means any specification, documents, reports, designs or other material and any data or information provided by the Seller to the Buyer whether as a result of the Seller carrying out its obligations under the Contract or otherwise.

1.1.7 ‘Seller’ means Engineered Polymers Limited (registered in England and Wales under number 13037491.

1.1.8 ‘Writing’ includes telex, cable, facsimile transmission, email and comparable means of communication and ‘written’ shall be construed accordingly.

1.2 Any 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.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2 – BASIS OF THE SALE.

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written 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.

2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods 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.

2.4 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.

2.5 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.

2.6 The Buyer shall be responsible for and shall promptly obtain all necessary import licences, clearances and other consents necessary for the purchase or use of the Goods.

2.7 Any quotation of the Seller may be withdrawn at any time before it is accepted by the Buyer.

3 – ORDERS AND SPECIFICATIONS.

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

3.2 All descriptions, illustrations, drawings and estimates of performance, weights and measures provided by the Seller are, unless otherwise stipulated, approximate only. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the order (including any applicable specification whether provided by the Seller or the Buyer and any other Input Material) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of and any specification for the Goods 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).

3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification or any other Input Material submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance. 3.6 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 such cancellation.

3.7 Any drawings, specifications or other documents supplied by the Buyer shall become the property of the Seller.

4 – PRICE OF THE GOODS.

4.1 The price of the Goods shall be the Seller’s quoted price. All prices quoted may be altered by the Seller at any time without giving notice to the Buyer unless such quoted price has been accepted immediately by the Buyer at the time that the quotation is made or given by the Seller.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the costs of labour, materials or other costs of manufacture) 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.

4.3 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in writing between the Buyer and the Seller, all prices (including where Goods are to be exported from the United Kingdom) are given by the Seller on an ex works basis and, where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and handling.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall additionally be liable to pay to the Seller.

4.5 The cost of pallets and returnable containers may, at the sole option of the Seller, be charged to the Buyer in addition to the price of the Goods.

5 – TOOLING AND DIES.

5.1 If the Seller has agreed to create, manufacture or produce any dies or other tooling (‘Tooling’) for the Buyer then unless agreed otherwise the Seller shall produce such Tooling upon receipt of an appropriate drawing or sample from the Buyer. The price (if any) of producing such Tooling and the terms of payment for it will (unless otherwise agreed in writing) be as stated on or in the quotation. A die print shall be supplied by the Seller and approved by the Buyer (such approval not to be unreasonably withheld) prior to the manufacture of any goods by the Seller using the Tooling.

5.2 The supply by the Seller of a sample from any Tooling or any other dies or tooling does not deem the Contract to be one of sale by sample for the purposes of Section 15 of the Sale of Goods Act 1979 (as amended) and the Seller hereby excludes Section 15 of the Sale of Goods Act 1979 (as amended).

5.3 The legal and beneficial ownership of the Tooling (or any other dies or tooling which the Seller has agreed to supply to the Buyer) shall not vest in the Buyer unless and until the price of such Tooling or other dies or tooling has been paid in full by the Buyer.

5.4 For the avoidance of doubt the intellectual property rights in or connected to any:5.4.1 Tooling which has been created, manufactured or produced by the Seller using its own or a third party’s designs, drawings or samples; or 5.4.2 existing dies or tooling owned or used by the Seller which are to be used in connection with the Contract shall remain the property of the Seller (subject to any applicable third party rights) notwithstanding that the actual die or tooling has passed into the possession of the Buyer.

5.5 The Buyer hereby acknowledges that any intellectual property rights that it may have in any Input Materials supplied to the Seller for the purposes of the Contract and/or any other contract with the Seller shall not prohibit the Seller from: 5.5.1 manufacturing and/or using dies or tooling for the benefit of any third party and/or the Seller which are similar to any die or tooling created by the Seller using such Input Material; or 5.5.2 using or manufacturing any die or tooling for the benefit of any third party and/or the Seller which is similar or identical to any die or tooling which is or may be created using any design or specification in the Input Material where the Buyer’s intellectual property rights in such Input Material does not prohibit the production by persons other than the Buyer of dies or tooling using such design or specification.

5.6 The Seller reserves the right to dispose of any Tooling and shall give notice of its intention to do so and a time period within which the Buyer may collect such Tooling from the Seller subject to payment in full of the price of such Tooling by the Buyer. Should the Buyer fail to collect such Tooling from the Seller within such period the Seller shall be free to dispose of such Tooling as it deems appropriate and shall not be liable to the Buyer for any damages claims and/or costs of any kind whatsoever in respect of such disposal.

5.7 For the avoidance of doubt the Seller shall have the right to dispose of any Tooling referred to in Condition 5.4.1 or any dies or tooling referred to in Condition 5.4.2 without reference or liability to the Buyer.

5.8 Any die or tooling that is manufactured by the Seller is manufactured for use on the Seller’s own machinery and as such, the Seller gives no warranty as to the compatibility of any such die or tooling with another’s machinery.

6 – TERMS OF PAYMENT.

6.1 Unless credit terms have been agreed in writing between the Buyer and the Seller, the Seller shall not be bound to deliver the Goods until the Buyer has paid for them in full and without deduction. Payment shall be due before delivery of the Goods to the Buyer.

6.2 If credit terms have been agreed in writing between the Buyer and the Seller, subject to any special terms agreed in writing between them, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at 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 Goods.

6.3 Subject to Condition 6.1 the Buyer shall pay the price of the Goods without any deduction on the last working day of the month following the month in which the Seller submits its invoice for the Goods unless otherwise agreed in writing 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.

6.4 The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

6.5 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 6.5.1 cancel the Contract or suspend any further deliveries to the Buyer; 6.5.2 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); and 6.5.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid in accordance with the prevailing Statutory Interest provisions relating to Late Payments of Commercial Debts, which as from 7th August 2002 is 8% above Bank of England base rate, or as otherwise agreed in writing, in advance.

7 – DELIVERY.

7.1 Delivery of the Goods (including Goods which are to be exported from the United Kingdom) 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 where the Buyer warrants that any necessary unloading facilities will be available.

7.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

7.3 Where the Goods are to be delivered 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 Conditions 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.

7.4 Without prejudice to Conditions 9.4 and 9.5 the Buyer shall notify the Seller and, if the carrier is an independent contractor, also the carrier, in writing of any damage in transit to, or mis-delivery or shortfall in the quantity of the Goods as soon as is practicable and in any event within 7 days from the date of delivery or (where the damage, mis-delivery or shortfall was not apparent on reasonable inspection) within a reasonable time after discovery of the defect, failure or shortage. The Buyer shall similarly notify the Seller, and, if applicable the carrier, if the Goods are not received at all by the Seller within 5 days where delivery is effected by the Seller’s own vehicles,6 days where delivery is effected through the post or 10 days where delivery is effected by road or rail transport (other than by the Seller’s vehicles), the time in each case running from the date of despatch as notified in writing by the Seller to the Buyer.

7.5 The Seller reserves the right without liability to deliver Goods made specially for the Buyer or to the Buyer’s pattern or specification within + or -10% of the quantity or weight specified in the Buyer’s order or the Seller’s quotation, and payment shall be made for the actual quantity delivered pro rata.

7.6 If the Seller fails to deliver the Goods 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 to replace the Goods not delivered over the price of the Goods.

7.7 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may: 7.7.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or 7.7.2 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.

8 – RISK AND PROPERTY.

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer: 8.1.1 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 8.1.2 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.

8.2 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.

8.3 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. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of business, but 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 case of tangible proceeds, properly stored, protected and insured.

8.4 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), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of the Seller, but if the Buyer shall do so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) immediately become due and payable.

9 – WARRANTIES AND LIABILITIES.

9.1 Subject to the Conditions set out below 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 at the date of their delivery provided that the warranty in this Condition 9.1 is given by the Seller subject to the following conditions: 9.1.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification or other Input Material supplied by the Buyer;

9.1.2 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;

9.1.3 the Seller shall be under no liability under the warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

9.1.4 the warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.

9.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contracts Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

9.3 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.

9.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods, their failure to correspond with specification or shortage in quantity delivered shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect, failure or shortage was not apparent on reasonable inspection) within a reasonable time after discovery of the defect, failure or shortage. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect, failure or shortage, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

9.5 Any claim by the Buyer which is based on a complete failure to deliver the Goods to the Seller on the agreed or notified delivery date shall be notified to the Seller within the time periods specified in Condition 7.4. If the Buyer does not notify the Seller accordingly, the Seller shall have no liability for failure to deliver and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the goods, their failure to meet specification, shortage in quantity or complete failure to deliver the Goods is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace or re-supply the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund the Buyer the price of the affected Goods (or a proportionate part of the price) which has been paid by the Buyer at the date of its notification, but the Seller shall have no further liability to the Buyer.

9.7 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, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and 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 their use or resale by the Buyer, except as expressly provided in these Conditions.

9.7.1 The seller will not be liable for any consequential losses or damages that may arise from its failure to meet the terms and conditions outlined in the purchase order. This includes, but is not limited to, indirect, incidental, special, or punitive damages, delays, loss of profits, or any other form of economic loss. The supplier liability is strictly limited to the terms explicitly agreed upon in the purchase order, and no further responsibility will be assumed beyond these specified conditions.

9.8 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, if the delay or failure was due to any cause beyond the reasonable control of the Seller or its sub-contractors or suppliers. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the reasonable control of the Seller or its sub-contractors or suppliers: 9.8.1 Act of God, explosion, flood, tempest, fire, accident or epidemic; 9.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; 9.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 9.8.4 import or export regulations, embargoes or blockades; 9.8.5 strikes, lock-outs or other industrial actions or trade disputes(whether involving employees of the Seller or of a third party); 9.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and 9.8.7 power failure or breakdown in machinery.

9.9 The Seller does not accept responsibility for damage or loss in respect of all or part of the Goods during carriage arranged by the Buyer.

10 – INDEMNITY.

10.1 If any claim is made against the Buyer that the goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:

10.1.1 the Seller is given full control of any proceedings or negotiations in connection with any such claim; 10.1.2 the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations.

10.1.3 except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);

10.1.4 the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);

10.1.5 the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim;

10.1.6 without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this Condition;

10.1.7 the Seller shall have no liability to the Buyer in respect of any claim if the same results from any breach of the Buyer’s obligations under the Contract, or any other default of the Buyer. 10.1.8 the Seller shall be entitled at its own expense and option either to:

10.1.8.1 procure the right for the Buyer to continue using or enjoying the benefit of any affected Goods;

10.1.8.2 make such alterations modifications or adjustments to the Goods that they become non-infringing without incurring a material diminution in performance or function; or 10.1.8.3 replace the Goods with non-infringing substitutes in a manner provided that such substitute does not entail a material diminution in performance or function.

11 – TERMINATION AND SUSPENSION OF THE CONTRACT.

11.1 Without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled at its option to immediately terminate the Contract or suspend any further deliveries under the Contract if:

11.1.1 if the Buyer has a bankruptcy petition presented against him, or a bankruptcy order is made;

11.1.2 if the Buyer makes or seeks to make any composition or arrangement with his creditors;

11.1.3 if the Buyer makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the meaning of Section 286 Insolvency Act 1986);

11.1.4 if an encumbrancer takes possession of any of the Buyer’s assets, or any of the Buyer’s property is taken in execution or process of law;

11.1.5 if a petition is presented or an order is made or a resolution is passed for the winding-up of the Buyer;

11.1.6 if a petition is presented or an order is made for an administration order to be made in relation to the Buyer;

11.1.7 if the Buyer’s directors make a proposal for a voluntary arrangement with the Buyer’s creditors;

11.1.8 if the Buyer is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986);

11.1.9 if a receiver or administrative receiver is appointed over any of the Buyer’s assets.

11.1.10 If the Buyer has committed or permitted any employee, subcontractor, agent or commit any breach of the Contract or these Conditions.

11.2 If the Goods or any part of them have been delivered but not paid for at the date if such termination or suspension then the price shall become immediately due and payable,

11.3 In the event of a suspension of performance of the Contract the Seller shall be entitled as a condition of resuming performance, to require pre-payment, or such security, as it may deem appropriate.

12 – EXPORT.

12.1 Where the Goods are supplied for export from the United Kingdom the following shall apply:

12.1.1 the Buyer shall be responsible at its own cost, for the timely obtaining of any required authorisation (including without limitation any Export Licence, Import Licence, Exchange Permit or any other governmental authorisation) even though any such authorisation may be applied for by the Seller. The Seller and the Buyer shall assist each other in every reasonable manner to secure such authorisation as may be required but the Seller shall not be liable if any such authorisation is delayed, denied, revoked, restricted or not renewed and the Buyer shall not there by be relieved of its obligations under the Contract.

12.1.2 the provisions of this Condition 12 shall (subject to any special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of these Conditions.

12.1.3 the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

12.1.4 unless otherwise agreed in writing between the Buyer and the Seller and subject to Condition 7.1, the Goods shall be delivered in accordance with Condition 7.1 and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

12.1.5 the Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

12.1.6 payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller and confirmed by a bank in the UK acceptable to the Seller or, if the Seller has agreed in writing on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery to the Seller of a bill of exchange drawn on the Buyer payable 60 days after sight to the order of the Seller at such branch of a Bank in England as will be specified in the bill of exchange.

13 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY.

13.1 The Buyer acknowledges that any and all intellectual property rights in any:

13.1.1 Goods (including any accompanying user or operating documentation) supplied by the Seller to the Buyer; and

13.1.2 in any Output Material 13.2 shall belong to or shall vest in and remain the sole property of the Seller (save to the extent that such Goods are produced or manufactured to the Buyer’s design and subject always to the rights of any third party in such Goods or Output Material). The Buyer shall not during or at any time in any way question or dispute the ownership by the Seller of any such rights and to the extent that it is necessary the Buyer hereby assigns such intellectual property rights to the Seller and if required by the Seller shall execute any necessary documents to vest title in and to such rights in the Seller. If any new inventions, designs or processes or intellectual property rights evolve as a result of:

13.2.1 the supply of Goods and/or Output Material by the Seller to the Buyer;

13.2.2 the use of Goods and/or Output Material by the Buyer; and/or

13.2.3 the carrying out by the Seller of its obligations under the Contract then the Buyer acknowledges that the same shall be the property of the Seller (save to the extent that such Goods are produced or manufactured to the Buyer’s design and subject always to the rights of any third party in such Goods or Output Material) unless otherwise agreed in writing by the Seller and to the extent that it is necessary the Buyer hereby assigns such intellectual property rights to the Seller and if required by the Seller shall execute any necessary documents to vest title in and to such rights in the Seller.

13.3 If the Seller supplies Goods or Output Material to the Buyer in which the intellectual property rights are owned by a third party then the Buyer will comply with all and any licence terms imposed by such third party in respect of such Goods and Output Material.

13.4 Unless otherwise agreed by the Seller all Output Material may only by used by the Buyer for its own internal business use in accordance with the Contract and unless agreed otherwise by the Seller in writing the Buyer shall not be entitled to copy any Output Material.

13.5 The Buyer shall and shall procure and ensure that its agents or employees shall to keep confidential and not disclose to third parties or make use of in any way except in relation to the Goods supplied or to be supplied any information or data (written or oral) which is confidential to Seller save that which is: 13.5.1 trivial or obvious; 13.5.2 already in its possession other than as a result of a breach of this Condition; or 13.5.3 in the public domain other than as a result of a breach of this Condition.

13.6 The Buyer undertakes to the Seller to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Condition 13.5 by its employees, agents and contractors.

13.7 The Buyer further undertakes to the Seller to keep confidential all Output Material save that which falls within Conditions 13.5.1 to 13.5.3.

14 – GENERAL.

14.1 The Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission by any such member shall be deemed to be the act or omission of the Seller.

14.2 Any 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 of fice 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 notice.

14.3 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.

14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

14.5 Any dispute arising under or in connection with these Conditions 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 the Chartered Institute of Arbitrators.

14.6 The Contract and these Conditions shall be governed by the laws of England.

14.7 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Notice under the Data Protection Act 1998.

Your information, includes any information which we now or at any time in the future may hold or use relating to you, or any person, company, partner or associate of yours (as defined in s.184 of the Consumer Credit Act 1974). This information may come from or relate to:

1. Application by you for the provision, and the supply to you of goods and services by us.
2. What you may tell us either orally or in writing or by electronic means either directly or in documents submitted to us or information published by you or about you.
3. Reports from third parties such as professionals, bankers, brokers and agents with whom you may have had a business relationship, credit reference agencies, fraud prevention organisations, valuers and other responsible third parties employed by you or us.
4. Your transactions with us, which may include the names of your staff with whom we liaise, your customers, their representatives, their contact details, your bank account and other financial and personal information such as your address and contact details and other related information that we shall obtain in the course of operating any services for you or your supplier/s or information that we may accumulate in assessing whether to commence or continue to operate such services.
5. Recorded telephone messages which may be left by you outside normal office hours Service.

What we may do with your information.

We do not store credit card details nor do we share these details with any 3rd parties. We will use, analyse and assess your information to maintain and develop the relationships between us. This will include the following purposes:

1. Considering any applications made by you for, and helping us to make, credit related decisions about you and/or your business.
2. Operating and administering the services currently and in the future provided by us
3. Financial risk assessment, money laundering checks, the exchanging of information with credit reference agencies and fraud prevention organisations to assist us in the making of credit decisions and preventing fraud.
4. Helping us to assess how we can develop our business relationship in the future including market research, product and statistical analysis and the development of new products.
5. Helping us to identify new products and services which may interest you (unless you have requested otherwise).
6. Improving business skills by the use of information in staff training For operational reasons in connection with the above we may link your information between your accounts and other accounts that we hold for other clients and/or the customers of those clients. For operational reasons in connection with the above we may link your information between your accounts and other accounts that we hold for other clients and/or the customers of those clients.

Disclosure of your information.

We will not disclose your information outside our business unless:

1. Where required to do so for the operational and administrative reasons referred to above.
2. Where we have your consent. Your consent shall be given by your continuing your relationship with us following posting of this or subsequent notice/s to you and shall include consent to the disclosure of information to:- i. Any other companies within our own group of companies for any of the purposes mentioned above ii. Any professionals, bankers, agents, brokers or insurers for the purposes of their providing their services to you.
3. Where we are required or permitted to do so by law.
4. Where required for the provision of finance to us by any of our financiers who may process that information for any of the purposes referred to herein and who may use and transfer that data throughout their organisation, including abroad, and who may collect information about you for their own purposes in relation to the provision of finance.
5. To persons to whom we may transfer rights and obligations under the agreement/s between us.
6. To any person who provides a service to us who agrees to keep your information confidential.
7. To credit reference agencies and other agencies involved in the prevention of fraud and the tracing of debtors.

If necessary to provide the services you have or may request from time to time your information may be transferred to other countries.

We will ensure that anyone to whom we pass your information undertakes to treat your information confidentially, with respect to the private nature of your information and to use or process it solely for the business reasons for which it is provided. Some of these countries may not have a level of data protection equivalent to that of the United Kingdom.

Credit Reference agencies and Fraud Prevention Organisations.

We use such agencies from time to time to assist us in taking decisions in regard to providing credit, including whether to do so as well as any applicable limits. They will supply us with credit information including information from the electoral register. They will record the enquiries we may make about you and details of your credit history with us. They may use this information for statistical analysis about credit, insurance and fraud. We may also pass information to financial and other organisations involved in fraud prevention to protect our clients and us from theft and fraud. If you give us false or inaccurate information and we suspect fraud, we will record this.

Your Rights.

You have the right of access to your personal records held by us and details of the responsible third parties to whom we have supplied, and from whom we have received, information about you upon request and upon payment of a fee. You also have the right of access to personal data held by credit insurance agencies that we use. We can supply their name and address upon request.

All information in our data sheet is based on approximate testing and is stated to the best of our knowledge and belief. It is presented apart from contractual obligations and does not constitute any guarantee of properties or of processing or application possibilities in individual cases. Our warranties and liabilities are stated exclusively in our terms of trading. 

TERMS OF PURCHASE

1 – DEFINITIONS.

1.1 In these Conditions: 1.1.1 ‘the Buyer’ means the company placing the Order. 1.1.2 ‘Conditions’ means the terms and conditions of purchase set out in this document. 1.1.3 ‘Contract’ means the contract for the supply of Goods by the Supplier to the Buyer. 1.1.4 ‘Goods means all or any of the goods specified in the Order for supply to the Buyer by the Supplier (provided always that where the Contract is for or includes the provision of services the words “the Goods” shall be construed as meaning the services which the Supplier has contracted to provide). 1.1.5 ‘Order’ means the order of the Buyer for the Goods which is made subject to these Conditions or to which these Conditions are attached or on which they are printed. 1.1.6 ‘Specification’ means the technical specification or drawings for the Goods as identified by the Buyer in the Order or in the quotation from the Supplier to the extent expressly accepted in writing by the Buyer 1.1.7 ‘Supplier’ means the supplier named in the Order or in the absence of the foregoing the person, firm, company or organisation accepting the Order.

2 – BASIS OF THE CONTRACT.

2.1 Unless agreed otherwise in writing by the Buyer and the Supplier all the terms of the Contract are set out on the face of the Order, in the Specification (if any) and in these Conditions, and all other written printed or standard terms are here by excluded. To the extent that there is any inconsistency between the Specification (if any) and any other term of the Contract, the Specification shall have precedence.

2.2 Unless any terms discussed or arising from any previous course of business between the Buyer and the Supplier are specifically incorporated into the Contract in writing they shall not form part of the Contract.

2.3 Where the Goods are contracted to be delivered by instalments or by call-off by the Buyer: 2.3.1 the Buyer shall have the right to treat any breach by the Supplier of its obligations as regards one or more instalments or call-off as a repudiation entitling the Buyer itself to repudiate further performance and to recover damages for the breach; 2.3.2 the acceptance by the Buyer of any one or more instalments or call-off notwithstanding a breach of its obligations by the Supplier shall not prejudice or restrict any of the Buyer’s rights in respect of any other breach by the Supplier.

3 – OFFICIAL ORDERS AND VARIATIONS.

3.1 Subject to Condition.

3.2 the Buyer will only be bound by the Order (or any other order) if it is issued on the Buyer’s official order form current at the date of the Order and no variation or waiver of the Order, the Contract or these Conditions shall be binding upon the Buyer unless approved in writing by the Buyer’s Purchasing Department.

3.3 The Order constitutes an offer to contract with the Supplier and may be withdrawn by the Buyer at any time before the Supplier’s written acceptance of the Order has been received by the Buyer.

4 – ACCEPTANCE OF ORDER.

4.1 In the absence of any written agreement to the contrary between the Buyer and the Company any written acceptance of the Order (unless clearly stated on its face to be a counter offer) or the execution of the Order in whole or in part shall constitute acceptance by the Supplier of the Order, the prices and conditions contained in the Order and these Conditions.

5 – DELIVERY, OWNERSHIP OF AND RISK IN THE GOODS.

5.1 The Goods must be delivered in the quantities and at the times and dates stated in the Order or as otherwise agreed in writing by the parties (and if no time is stated delivery must be during normal working hours). Unless agreed otherwise in writing the Buyer shall not be obliged to accept delivery of or make payment for any Goods which are delivered by the Supplier before the relevant time and date stated in the Order or as otherwise agreed in writing by the Buyer.

5.2 All Goods must be delivered to and off loaded carriage and packing paid at the Supplier’s risk to such destination as the Buyer may direct. Any third party carrier shall be deemed to be agent of the Supplier and not of the Buyer. The Buyer reserves the right to make alternative delivery arrangements and to claim an allowance equal to any carriage charge. The Buyer will not pay for non-returnable packing materials unless previously agreed in writing.

5.3 Delivery of the Goods shall be deemed to take place when the Goods are received by the Buyer at the Buyer’s premises.

5.4 Subject to Condition

5.5 time of delivery of the Goods shall be of the essence of the Contract but the Buyer reserves the right to adjust the specified rate or date of delivery at any time.

5.5 If for any reason the Buyer is unable to accept delivery when the Supplier is ready willing and able to deliver, and the date for delivery has passed at the written request of the Buyer the Supplier shall store and keep safe the Goods until delivery is requested by the Buyer, the Buyer undertaking to pay the reasonable costs of the Supplier for such storage and safekeeping.

5.6 The Supplier warrants that the packing materials will be such that the Goods will resist pilferage, distortion, corrosion, leakage or contamination.

5.7 The Supplier is not entitled to deliver the Goods in advance of the delivery date agreed or specified by the Buyer unless agreed otherwise by the Buyer in writing.

5.8 Unless otherwise agreed in writing the property and risk in the Goods shall pass to the Buyer on the latest of delivery at the Buyer’s premises, and the Buyer’s acceptance of the Goods after any inspection of the Goods that the Buyer may require, (but without prejudice to the Buyer’s right of rejection).

5.9 The property and the risk in any rejected Goods passes to the Supplier immediately on written notice of rejection being served on the Supplier.

5.10 The Supplier warrants to the Buyer that there is no restriction on or impediment against such passing of the property in the Goods to the Buyer.

5.11 The Supplier shall provide the Buyer with such invoices, advice notes, delivery notes and other documents as the Buyer shall from time to time specify.

6 – DELAYS, SHORTAGES AND SURPLUSES.

6.1 Without prejudice to the Buyer’s other rights and remedies (whether under the Order, the Contract, these Conditions or law), the Buyer reserves the right to cancel without liability (in particular for payment on a part performance or quantum merit basis) the whole or the unexecuted part of the Order or the Contract if the Supplier fails to deliver any or all of the Goods by the dates specified in the Order, in any schedules issued by the Buyer against the Order or agreed in writing by the parties, or if no delivery date is so specified within a reasonable time of the placing of the Order. The Buyer, upon exercising its right of cancellation may, at its option, in respect of any Goods already delivered comprising an instalment of the Goods: 6.1.1 choose to make payment in full or part; or 6.1.2 return such Goods at the Supplier’s expense or require the Supplier to collect such Goods at the Supplier’s expense without any liability to make any payment either in respect of such Goods or in respect of further instalments of the Goods under the Order or the Contract.

6.2 If the Buyer exercises its right of cancellation under Condition 6.1 the Buyer may recover from the Supplier any expenditure incurred by the Buyer (whether directly or indirectly) in obtaining goods in substitution for those which have not been delivered or accepted.

6.3 Should the Supplier’s failure to deliver the Goods on the required dates necessitate delivery by special transport, all additional carriage charges shall be for the Supplier’s account.

6.4 The Buyer reserves the right to return to the Supplier at the Supplier’s cost any Goods delivered in excess of the quantities specified in the Contract or the Order, or in any schedule for the delivery of Goods issued by the Buyer against the Order or as otherwise agreed by the Buyer and the Supplier.

7 – QUALITY.

7.1 The Goods shall: 7.1.1 conform in every respect (including without limitation as to quantity, quality and description) with the Specification (if any) and the particulars stated in the Order (or as otherwise agreed in writing by the parties) and/or any designs, drawings, samples, instructions or descriptions furnished by or adopted by the Buyer and any latest relevant British Standard Specification; 7.1.2 be of sound materials and workmanship and of the very best quality; 7.1.3 be capable of any standard or performance specified in the Specification (if any), the Contract and the Order or otherwise agreed in writing by the parties; 7.1.4 be fit for their purpose where such purpose was expressly drawn to the attention of the Supplier or was apparent by implication from the nature of the Goods; and 7.1.5 be free from defect in tolerance, performance, safety, materials and workmanship.

7.2 The Supplier warrants that the Goods will be as safe as persons generally are entitled to expect in all the circumstances and that therefore appropriate quality control and testing will have been carried out on the Goods.

7.3 The Supplier warrants that the design, construction, quality, packaging and labelling of the Goods comply in all respects with the relevant requirements of any statute, statutory rule instrument or order.

7.4 The Buyer shall be entitled to rely on any representation made to the Buyer by or on behalf of the Supplier concerning the Supplier or any aspect of the Goods.

7.5 Except to the extent that they embody designs prepared by the Buyer the Supplier warrants that neither the Goods nor the use thereof by the Buyer or its assignees will infringe any patent, trade mark, registered design or other proprietary right and the Supplier undertakes to indemnify the Buyer against all actions claims demands and costs arising from or by reason of any actual or alleged infringement of any such right.

7.6 Where the Contract or Order provides for installation, erection or work of any nature to be carried out by the Supplier, the same shall be executed in accordance with the requirements stated in the Contract or Order or as otherwise agreed in writing by the parties and with good workmanship and the Supplier guarantees that the results intended to be achieved according to the Contract or as otherwise agreed in writing by the parties will be met. The Supplier shall take all precautions necessary to ensure that such installation, erection, or work is carried out safely and without risk to persons and shall provide and bear the cost of all insurances necessary to persons or property and shall provide and bear the cost of all insurances necessary to indemnify the Buyer in respect of any negligence or act or omission on the part of the Supplier, its employees, sub contractors or agents.

7.7 To the extent that the Goods comprise services then the Supplier warrants that such services will be provided by the Supplier with reasonable care and skill.

7.8 The supplier shall plan, implement and control processes, appropriate to the organisation and the product, for the prevention of counterfeit or suspect counterfeit materials and their inclusion in product(s) delivered to the buyer.

7.9 Without prejudice to any other right of the Buyer whether express or implied or any other guarantee given by the Supplier to the Buyer or which the Buyer has the benefit of, the Supplier shall without delay repair or replace at its own expense any Goods which are or become defective at any time where such defect arises under proper use or storage from faulty design materials or workmanship or the Supplier’s incorrect instructions as to the use or storage or any other breach of any guarantee, warranty express or implied. Such guarantee shall then apply to the repaired or replaced items.

7.10 Any breach by the Supplier of its obligations under Condition 7.9 shall entitle the Buyer after serving written notice of intent to proceed to remedy the defect at the Supplier’s risk and expense without prejudice to the Buyer’s other rights.

8 – INDEMNITIES AND LIABILITY.

8.1 Without prejudice to the Supplier’s liability under any warranty or condition implied by law, the Supplier shall fully and effectively indemnify the Buyer against all claims, demands, costs, losses (including loss of profit and other consequential loss), damages interest, injury and/or expenses (legal or otherwise) whatsoever which may be suffered directly or indirectly by the Buyer (or claims in respect thereof made against the Buyer by third parties and any costs and expenses arising in connection therewith) and whether arising in contract, tort or otherwise from: 8.1.1 any defect in the Goods whether such defect is attributable to faulty design (other than a design made, furnished or specified by the Buyer), materials or workmanship; 8.1.2 the Supplier’s failure to comply with or being in breach of any term of the contract (including these Conditions); 8.1.3 the Supplier’s performance of the Contract (whether negligent or otherwise); 8.1.4 the late delivery of the Goods; 8.1.5 the expense of obtaining replacement goods in respect of Goods which have been rejected or have not been delivered. 8.1.6 any infringement or alleged infringement of any intellectual property rights of third parties due to the use or sale of the Goods provided always that where Goods are supplied to a specification or design of the Buyer this indemnity shall apply only to the extent that the infringement or alleged infringement does not directly arise from the use of such specification or design by the Supplier in the supply of the Goods; 8.1.7 a defect in any installation, erection or work of any nature to be carried out by the Supplier pursuant to the Contract; 8.1.8 any royalties payable by the Supplier or the Buyer; and 8.1.9 the Goods being (whether in whole or in part and directly or indirectly) involved in a claim under the Consumer Protection Act 1987 except to the extent that the alleged defect in the Goods which are the subject of the claim was directly caused by an act or omission of the Buyer.

8.2 The Supplier will at all times insure and keep itself insured with a reputable insurance company against all insurable liability under the Contract and in particular against all liabilities under this Condition.

8.3 The Buyer has contracted with the Supplier on the basis that the Supplier will bear the cost of insuring against such liabilities. The Supplier will provide all facilities assistance and advice required by the Buyer and the Supplier’s insurers for the purpose of contesting or dealing with any action claim or matter arising out of the Supplier’s performance of the Contract.

9 – HEALTH AND SAFETY.

9.1 The Supplier undertakes with the Buyer as follows: 9.1.1 that it has carried out all testing and examination and other work necessary to minimize and, so far as is reasonably practicable, eliminate any risk to health or safety resulting from the use of the Goods for any purpose for which they are designed; 9.1.2 that where conditions exist under which there will or may be any risk to health or safety, the Supplier shall immediately on acceptance of the Order bring such conditions to the attention of the Buyer in writing and shall provide free of cost adequate information about such conditions and the safeguards which should be observed to ensure that the Goods can be transported stored, processed and/or used safely and without risk to health; 9.1.3 it shall comply with and shall ensure that the Goods shall comply with the requirements laid down in Section 6, Health and Safety at Work Act 1974 and the Supplier shall indemnify the Buyer against all claims, costs, losses, damages and expenses incurred by the Buyer or for which the Buyer shall be liable in respect of the Supplier’s breach of its obligation under this Condition; and 9.1.4 it shall keep records of all manufacturing and/or other processes undertaken in relation to the Goods prior to the date of delivery of the Goods for a period of not less than 6 years and shall make such records available to the Buyer immediately upon the Buyers request.

10 – VISITS TO THE SUPPLIER’S PREMISES.

10.1 The duly authorized representative of the Buyer and/or its customer shall be given access at reasonable times to the Supplier’s premises and shall be permitted to inspect, examine and test materials used in the manufacture of Goods supplied under the Contract before or during their manufacture. The Supplier shall supply the results of all inspections and tests to the Buyer in such form as the Buyer may require. Reasonable notice will be given by the Buyer of its intention to send its representative to the Supplier’s premises.

10.2 Such visits to the Supplier’s premises by or on behalf of the Buyer shall not imply that any Goods or work in progress inspected has been accepted by the Buyer.

11 – PUBLICITY AND ADVERTISEMENT.

11.1 The Contract and/or the Buyer’s name shall not without the Buyer’s consent in writing be disclosed to any third party or used in any way for publicity or advertisement by the Supplier.

12 – CONFIDENTIALITY.

12.1 The Supplier shall hold as confidential all samples, designs, art work, photographs, negatives, information, details, specifications, drawings, tooling, dies, moulds, formulations of compounds, patterns, software and any other items or matter relating to the Goods to be supplied in any way whatsoever (the “Confidential Items”). If the Buyer purchases any Confidential Items they shall become the absolute property of the Buyer as from the date of purchase.

12.2 The Supplier shall not disclose any Confidential Items to any other person except such of its employees and sub-contractors (in the latter case as are permitted under Condition 16) as may be necessary for the performance of its obligations under the Contract and the Supplier shall ensure that any person to whom Confidential Items are disclosed undertakes to hold them as confidential. 12.3 The Supplier shall not without the prior written consent of the Buyer make use of the Confidential Items for any purpose other than carrying out its obligations under the Contract.

12.4 All Confidential Items and any copies thereof shall on demand, or upon completion of the Contract, or its termination for any reason, be returned or (where they have not been supplied by the Buyer) delivered to the Buyer whose property such Confidential Items shall become or remain (as the case may be) and all Confidential Items stored in electronic form shall be deleted permanently from all the Supplier’s computers. The Buyer reserves the right to enter the Supplier’s premises to remove any or all Confidential Items and to ensure compliance with this Condition.

13 – MATERIALS SENT.

13.1 The Supplier shall be responsible for any components, goods or materials or other property (including without limitation any dies or tooling) of the Buyer (“Buyer’s Property”) which may be issued to the Supplier in connection with the Contract and shall indemnify the Buyer against loss or damage to the Buyer’s Property. The Supplier shall clearly mark all the Buyer’s Property as the property of the Buyer and shall submit stock returns in respect of the Buyer’s Property and when required by the Buyer.

13.2 All goods, materials and/or Buyer’s Property handled by or worked on by the Supplier in connection with the Contract shall be deemed to have been received by the Supplier in perfect condition unless the Buyer has received written notice specifying any defects or damage within twenty four hours of delivery to the Supplier.

13.3 The Supplier shall keep the Buyer’s Property in good condition and insured against all risks in the Buyer’s name but at the expense of the Supplier subject only to carrying out in a good and workmanlike manner and with proper skill and care any necessary work on or to or with the Buyer’s Property necessary in connection with the production of the Goods.

13.4 If following completion of the Contract or on its termination (for whatever reason) the Supplier retains any of the Buyer’s Property then it shall be returned at the Supplier’s expense to the Buyer on demand.

13.5 The Buyer’s Property shall remain the property of the Buyer and shall be kept confidential and not disclosed to any third party except the Supplier’s employees or sub-contractors (the latter as are permitted under Condition 16) in which case the Supplier shall ensure that such third party keeps them confidential.

14 – FORCE MAJEURE.

14.1 The Buyer shall not be liable to the Supplier for any failure to fulfil its obligations under the Contract if such failure is attributable to for any reason beyond its reasonable control or that of its agents, suppliers or subcontractors and the Buyer shall have the right to defer the date of delivery or performance by the Supplier or to cancel the Contract or any part of the Order without liability. Payment for any affected Goods shall be postponed until such time as delivery takes place shall at the request of the Buyer.

14.2 Any ‘reason beyond the control’ of the Buyer or that of its agents, suppliers or subcontractors shall include without limitation: 14.2.1 Act of God, explosion, flood, tempest, fire, accident or epidemic; 14.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; 14.2.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 14.2.4 import or export regulations, embargoes or blockades; 14.2.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Supplier or of a third party); 14.2.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery: 14.2.7 power failure or breakdown in machinery.

15 – PRICE AND TERMS OF PAYMENT.

15.1 Payment of the price of the Goods shall be made at the end of the second month following the month in which the Goods are delivered in accordance with the Contract or as otherwise agreed in writing by the Buyer and the Supplier.

15.2 The price of the Goods shall be the price stated in the Order or as otherwise agreed in writing by the Buyer and the Supplier.

15.3 No increase in the price of the Goods will be payable by the Buyer without the prior written agreement of the Buyer. The price quoted by the Supplier shall include VAT and the cost of delivery and packing.

16 – SUB-CONTRACTING.

16.1 The Contract (or any part of it) shall not be assigned or sub-contracted by the Supplier either wholly or partially without the prior consent in writing of the Buyer.

17 – SPECIAL CONDITIONS RELATING TO TOOLS AND DIES.

17.1 Where the Buyer and the Supplier agree that the Supplier shall design, manufacture, obtain, supply or operate any tools or dies for the Buyer (or agrees that the Supplier may subcontract the same) (“the Tooling”) then it is agreed, notwithstanding that the price of any Tooling has not been paid that: 17.1.1 the legal and beneficial ownership of the Tooling, any designs, and drawings connected with the Tooling, and any materials which shall be acquired for or incorporated into the Tooling (and all copyright in respect of such designs, drawings and materials) shall be vested in the Buyer free from any lien, charge or encumbrance; 17.1.2 one complete set of die prints for the Tooling shall be deposited by the Supplier with the Buyer; 17.1.3 the Supplier shall ensure that the Tooling complies with all relevant requirements of any statute, statutory instrument, regulations or order (including such relating to servicing and maintenance); 17.1.4 the Tooling shall be kept confidential, be used solely in connection with the Contract or any other contract with the Buyer and shall not be used for any other purpose or for any other person, firm or company without the prior written consent of the Buyer; 17.1.5 the Supplier at its expense shall be responsible for servicing and maintaining the Tooling to a state of safe and good working order (fair wear and tear excepted); 17.1.6 the Supplier undertakes not to sell or dispose of or agree to dispose of the Tooling or any part of it or create or allow to be created by lien, charge or other encumbrances over the Tooling or any part of it; 17.1.7 for as long as any of the Tooling is in the Supplier’s possession, such Tooling shall be clearly marked by the Supplier as the property of the Buyer and shall be at the risk of the Supplier and the Supplier shall be fully responsible for all the obligations and liabilities in respect of such Tooling or of its operation as though the Supplier were the owner of such Tooling; and 17.1.8 the Buyer shall have the right at any time on giving reasonable notice to enter upon the premises of the Supplier to inspect or make tests upon the Tooling and at its discretion to take possession of and remove the Tooling from the premises of the Supplier.

17.2 Where existing dies or tooling owned or used by the Supplier are to be used in connection with the Contract then the Supplier will be responsible at its own cost and expense for obtaining from any relevant third party any consent or permission which is necessary to permit the Supplier to use such dies and tooling for the Buyer in connection with the Contract (including without limitation supplying samples from such dies or tooling to the Buyer).

17.3 If samples are required by the Buyer from any dies or tooling including the Tooling, these will be provided free of charge by the Supplier unless agreed otherwise by the Buyer and will be accompanied by such First Piece Sample Report as may be specified from time to time by the buyer.

17.4 The Supplier will not, without the prior written permission of the Buyer, dispose of any Tooling or any other dies or tooling originally manufactured on behalf of a third party but which have been used in connection with the Contract or any other contract between the Buyer and Supplier. If the Supplier disposes of any Tooling or other such dies or tooling in breach of this Condition then the Supplier will be responsible for replacing such Tooling or other dies or tooling at its own cost to the satisfaction of the Buyer.

18 – PACKAGING.

18.1 The Buyer is under no obligation to return packaging materials whether pallets or returnable stillages within any defined period or by any date specified by the Supplier.

19 – OFFSET OF AMOUNTS DUE.

19.1 The Buyer shall be entitled to off-set against any sums due from it to the Supplier, the amount of any claim the Buyer (and/or its subsidiaries or holding company or other subsidiaries of the same holding company as such expressions are defined in the Companies Act 1985) has against the Supplier (and/or its subsidiaries or holding company or other subsidiaries of the same holding company as such expressions are similarly defined) or the amount of any monies due to the Buyer from the Supplier (and/ or any of its subsidiaries or holding company or other subsidiaries of the same holding company as such expressions are similarly defined).

20 – TERMINATION.

20.1 Without prejudice to any other rights the Buyer may have under the Contract, these Conditions, the Order or in law the Buyer shall be entitled to terminate the Contract immediately without liability: 20.1.1 if the Supplier has a bankruptcy petition presented against him, or a bankruptcy order is made; 20.1.2 if the Supplier makes or seeks to make any composition or arrangement with his creditors; 20.1.3 if the Supplier makes a proposal to his creditors for a voluntary arrangement or applies for an interim order (within the meaning of Section 286 Insolvency Act 1986); 20.1.4 if an encumbrancer takes possession of any of the Supplier’s assets, or any of the Supplier’s property is taken in execution or process of law; 20.1.5 if a petition is presented or an order is made or a resolution is passed for the winding-up of the Supplier; 20.1.6 if a petition is presented or an order is made for an administration order to be made in relation to the Supplier; 20.1.7 if the Supplier’s directors make a proposal for a voluntary arrangement with the Supplier’s creditors; 20.1.8 if the Supplier is unable to pay its debts (within the meaning of Section 123 Insolvency Act 1986); 20.1.9 if a receiver or administrative receiver is appointed over any of the Supplier’s assets. 20.1.10 If the Supplier has committed or permitted any employee, subcontractor, agent or commit any breach of the Contract or these Conditions.

20.2 Conditions 8,11,12 and 13 shall continue in force following termination of the Contract however caused.

20.3 The Buyer reserves the right to terminate the Contract or cancel any part of the Order at any time by giving one month’s notice in writing to the Supplier without liability and to refuse to accept any Goods not delivered and accepted at the date of such notice and subject to Conditions 20.3.1, 20.3.2 and 20.3.3 the Supplier will immediately cease all production of the Goods upon receipt of such notice provided that: 20.3.1 the Buyer shall pay to the Supplier the contract price of Goods delivered and accepted by the Buyer at the date of the notice and not already paid for; 20.3.2 the Supplier shall if so required complete and deliver all Goods partially manufactured at the date of such notice and the Buyer shall pay the contract price of all such Goods as are accepted by the Buyer. 20.3.3 if the Buyer does not exercise its option under Condition 20.3.2 the Buyer will pay to the Supplier such compensation as is reasonable to cover the costs of material and labour reasonably and properly incurred by the Supplier in the production of the Goods up to the date of termination of the Contract or cancellation of the Order save where the production of such Goods was carried out to permit the Supplier to deliver the Goods in advance of the delivery date agreed or specified by the Buyer in writing other than at the request of the Buyer.

21 – SUPPLIER’S BREACH AND BUYER’S REMEDIES.

21.1 Without prejudice to Condition 20 if the Supplier has failed to comply with the terms of the Contract (including any of these Conditions, the Order and whether as to the whole or part of the Goods comprising the Order) or with any other contract with the Buyer the Buyer shall be entitled (whether or not the Goods or any part of the Goods have been accepted by the Buyer) to any one or more of the following remedies at the Buyer’s discretion: 21.1.1 to treat such breach by the Supplier of its obligations as a repudiation entitling the Buyer itself to repudiate further performance and to recover damages for the breach and without any liability to the Supplier (in particular for payment on a partial performance or quantum merit basis); 21.1.2 to reject and return the Goods or require the Supplier to collect them or any part thereof, any costs incurred to be paid by the Supplier. The Buyer shall be entitled to be repaid in full for any Goods so returned; 21.1.3 to give the Supplier the opportunity to replace or repair the Goods or reinstate them at the Supplier’s expense so that they comply with the terms of the Contract; 21.1.4 to refuse to accept any further deliveries or instalments of the Goods or any part thereof without any liability to the Supplier; 21.1.5 to carry out at the Supplier’s expense such work as may be necessary to make the Goods or any part thereof comply with the Contract; 21.1.6 to claim such damage as the Buyer may have sustained in consequence of any breach of contract including loss of profit and the expenses of: 21.1.6.1 obtaining goods to replace those which have been rejected or have not been delivered; and 21.1.6.2 carrying out any further work on the Goods or any items of which the Goods comprise part or to which the Goods relate.

21.2 These rights shall be in addition to and without prejudice to any other rights the Buyer may have under the Contract, Order, these Conditions and/or in law.

22 – COMPLIANCE WITH OBLIGATIONS.

22.1 Any failure by the Buyer to insist on the Supplier’s compliance with any of its obligations shall not be construed as a waiver or relinquishment of the Buyer’s right to insist upon strict compliance with such obligations at any other time or shall in any way effect the Buyer’s rights or the Supplier’s obligations under the Contract.

23 – LAW.

23.1 This Contract, the Order and these Conditions shall be governed and construed in accordance with English Law.

24 – HEADINGS.

24.1 The headings of these Conditions shall not affect their construction.

25 – NOTICES.

25.1 Any notice may be served by: 25.1.1 posting it in a first class prepaid envelope to the last known address of the Supplier or the Buyer (as the case may be) and shall be deemed to have been served at the time at which the notice so posted would have been delivered in the ordinary course of post; 25.1.2 telex or facsimile transmission and shall be deemed served twelve hours after the time of transmission.

26 – CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999.

26.1 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

27 – ETHICAL BEHAVIOUR AND EXPECTATIONS.

27.1 Engineered Polymers Limited expect all suppliers to operate and conduct their business activities in an ethical and morally acceptable manner. This includes adherence to national and international laws and regulations such as The Modern Slavery Act 2015 and The Bribery Act 2010. We also require your staff and supply chain to conduct their roles and responsibilities in an ethical manner which eliminates any form of bullying, misinterpretation, falsifying and any other behaviour deemed to be detrimental to our business activities.

28 – CONFORMITY AWARENESS.

All suppliers are expected to ensure that their employees are aware of the importance of product and / or service conformity to requirements and of potential consequences of any non-conformities.

(Document last updates 8th January 2024. All sales & purchases after this date will be controlled by the above conditions)