Terms & Conditions
Chase Plastics Limited's Terms and Conditions of Purchase follow directly beneath the Conditions of Supply noted below.
CHASE PLASTICS LIMITED
CONDITIONS OF SUPPLY
1.1 The definitions and rules of interpretation in this condition shall apply in these conditions.
Company: Chase Plastics Limited;
Conditions: these Conditions of Supply;
Confidential Information: any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential, or the information could reasonably be supposed to be confidential;
Commercial Unit: a unit of Goods, the division of which would materially impair the value of the Goods or the character of the unit;
Contract: any contract between the Company and the Customer for the supply of Goods and/or Services, incorporating these Conditions;
Customer: the person, firm or company who wishes to purchase Goods and/or Services from the Company;
Free Issue Materials: any physical material provided to the Company by the Customer which is to be used by the Company in the production or supply of the Goods and/or the performance of the Services;
Goods: any goods agreed in the Contract to be produced by the Company for the Customer (including any part or parts of them);
Incorporated Goods: any Goods which have, following delivery to the Customer, been incorporated into other goods in such a way that the Goods are not readily identifiable and removable;
Output Material: any documents, files, plans, drawings, designs, content, text, images, logos, photographs or other materials, and any specification, data or other information provided by the Company to the Customer relating to the Goods and/or Services;
Services: any services agreed in the Contract to be performed by the Company for the Customer (including any part or parts of them) including any services to be performed in relation to the Goods or any other goods.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Any reference to "parties" means the parties to the Contract and "party" shall be construed accordingly.
1.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms.
1.5 Words in the singular include the plural and in the plural include the singular.
1.6 A reference to one gender includes a reference to the other gender.
1.7 Condition headings do not affect the interpretation of these Conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under Condition 2.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to the supply of all Goods and Services by the Company and any variation to these Conditions and any representations about any Goods and/or Services shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
2.4 Each written purchase order or acceptance of a quotation for Goods and/or Services by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods and/or Services subject to these Conditions.
2.5 No order placed by the Customer shall bind the Company until the Company has accepted the Customer’s order in writing.
2.6 No order placed by the Customer may be cancelled, varied, or deferred by the Customer, except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), charges and expenses incurred by the Company as a result of such cancellation, variation or deferment.
2.7 The Customer shall ensure that the terms of its order are complete and accurate.
2.8 The Customer shall ensure that any Free Issue Materials are promptly submitted to the Company. In the event that the delivery of any Free Issue Materials to the Company is delayed for any reason, the Company may delay fulfilment of the Customer's order and shall be entitled to invoice the Customer for any work already completed.
2.9 The Company reserves the right to charge the Customer for any Output Material provided to the Customer.
2.10 Any quotation is given on the basis that no Contract shall come into existence until the Company has accepted the Customer’s order pursuant to Condition 2.5 above. Any quotation is valid for a period of 30 days only from its date (unless otherwise specified), provided that the Company has not previously withdrawn it.
3.1 The quantity and description of any Goods and/or Services shall be as set out in the Company's acceptance of the Customer’s order issued pursuant to Condition 2.5.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They shall not form part of the Contract and this is not a sale by sample.
3.3 The Customer shall be responsible for transporting all Free Issue Materials to the Company’s premises, unless otherwise agreed in advance with the Company and the Customer shall, unless otherwise so agreed, also pay any and all costs associated therewith.
3.4 All Free Issue Materials are subject to inspection by the Company upon receipt thereby. Any defect in any Free Issue Materials will be notified to the Customer prior to the commencement of performance of any Services, or the production of any Goods, as applicable, and the Company reserves the right to refuse to perform any Services or produce any Goods in relation to any defective Free Issue Materials where any such defect is not remedied prior to any such commencement of performance, or production, as applicable. If the Company agrees to attempt to remedy the defect or to assist the Customer in so doing, the Customer shall pay any additional charges imposed by the Company therefor.
3.5 All Free Issue Materials shall be provided to the Company and released to the Customer at the Customer’s sole cost and expense including any additional Free Issue Materials which the Customer may be required to provide to the Company, even if the provision of such additional Free Issue Materials has been occasioned by the fault of the Company.
3.6 All Free Issue Materials shall be handled by the Company at the Customer’s own risk. The Customer shall be responsible for arranging for a suitable policy of insurance to provide adequate coverage for all Free Issue Materials against all risks which could arise in relation thereto whilst the Free Issue Materials are at the Company’s premises (or otherwise under the Company’s control), including theft, fire and water damage. For the avoidance of doubt, the Company shall not be responsible for anything which may occur whilst the Free Issue Materials are being handled by the Company, including any loss or damage which may occur to the Free Issue Materials whilst any process is being applied to the Free Issue Materials by the Company. Any surplus or waste materials derived from any Free Issue Materials may be disposed of by the Company at the Customer’s cost, (if any) unless otherwise agreed with the Company in advance.
3.7 The Customer warrants that any Free Issue Materials submitted by the Customer shall not contravene any applicable safety or other statutory or regulatory requirement. The Customer shall hold the Company harmless and shall fully indemnify the Company against any and all loss, damage, costs and expenses awarded against or incurred by the Company as a result of any breach of this warranty.
3.8 Without prejudice to Condition 3.1, the Company shall use its reasonable efforts to supply the Goods in accordance with any specification submitted by the Customer and approved by the Company, but may in any event effect minor modifications to the Goods without the Customer’s approval in order to comply with any applicable safety or statutory requirements, or to effect enhancements to the Goods.
3.9 All Goods shall be supplied by the Company to any standard commercial tolerances that apply within the appropriate industry, unless the Customer notifies the Company in its order of any special tolerances that the Customer requires.
3.10 The Customer shall be solely responsible for ensuring the suitability of any Goods for any specific purpose.
3.11 All recommendations and advice given by or on behalf of the Company to the Customer as to any method of using or storing the Goods, or the Goods’ suitability for use in any manufacturing process or in connection with any other materials, is in either case given without liability on the part of the Company.
3.12 The Company reserves the right to substitute other materials or components of equivalent composition, strength and quality for use in producing the Goods in any instance where any materials or components specified by the Customer are not readily available to the Company.
3.13 The Goods are designed to be used without danger to health and safety where correctly used If the Customer intends to use the Goods under unusual conditions (especially if special risks to health and safety are posed), it shall be the sole responsibility of the Customer to ensure the safe use of the Goods in such circumstances.
4. DELIVERY AND PERFORMANCE
4.1 Any dates specified by the Company for delivery of the Goods and/or performance of the Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time. Should expedited delivery be agreed, the Company reserves the right to levy an extra delivery charge.
4.2 Subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods(even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.3 If for any reason the Customer fails to take or accept delivery of all or any of the Goods, or the Company is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Customer (including for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including storage and insurance); or
(d) sell the Goods at the best price readily obtainable and (after deducting any reasonable costs and expenses in connection with the storage and expedited sale of the Goods), charge the Customer for any shortfall below the price for the Goods.
4.4 If the Company delivers to the Customer a quantity of Goods of up to 10% more or less than the quantity accepted by the Company, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.5 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.6 Each instalment or tranche shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment or tranche shall entitle the Customer to repudiate or cancel any other Contract or instalment or tranche.
4.7 The Customer must examine the Goods upon delivery and within 7 days thereafter notify the Company in writing of any defects. In default the Customer will be deemed to have examined and accepted the Goods. Where the Contract is for the sale of Goods making up one or more Commercial Units, the Customer accepting any Goods included in a Commercial Unit shall be deemed to have accepted all of the Goods making up the Commercial Unit.
4.8 Without prejudice to the provisions of Condition 4.3, the Company reserves the right to charge for the storage of Goods at such rate as shall be agreed with the Customer, if:
- the Customer requests that its order be put on hold; or
- if any Goods are held by the Company (through no fault of the Company) for any period of time beyond any date specified by the Company for the delivery of the Goods.
5. NON-DELIVERY AND RETURNS
5.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery of the Goods (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non-delivery within 7 days of the time when the Goods would in the ordinary course of events have been received.
5.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6. RISK AND TITLE
6.1 Risk of damage to or loss of the Goods shall pass to the Customer:
(a) in the case of Goods to be delivered at the Company’s place of business, at the time when the Company notifies the Customer that the Goods are available for collection; or
(b) in the case of Goods to be delivered other than at the Company’s place of business, at the time of delivery of the Goods to the Customer’s place of business, or such other location as shall be notified by the Customer to the Company in advance of despatch of the Goods.
6.2 Title to the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Customer on any account.
(a) the Customer is late in paying for the Goods; or
(b) the Customer is late in paying for any other goods or services supplied by the Company; or if
(c) before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in Conditions 12.1 (d) to 12.1 (j) inclusive or the Company reasonably believes that any such event is about to happen and notifies the Customer accordingly, then:
(d) without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, the Company may enter the premises of the Customer or the premises of any third party where the Goods are stored or kept in order to recover them and all and any costs, charges and expenses incurred by the Company in so taking possession of the Goods (including legal fees) shall be payable by the Customer upon demand. The Customer shall not keep the Goods at any premises at which the Customer does not have the right to grant access to the Company. Nothing in this Condition 6.4 (d) shall affect the right of the Company at any time to inspect the Goods whilst the Goods are stored or kept at the Customer’s premises or the premises of any third party.
6.5 With respect to any Incorporated Goods, the Customer shall store such Incorporated Goods separately and shall notify the Company of the precise location and position thereof and the ownership of such Incorporated Goods and the property therein shall vest in the Company. Upon any sale of any Incorporated Goods by the Company, then if the proceeds of sale exceed the price or the balance of the price of the Goods due to the Company from the Customer, the Company shall apply the balance of the proceeds of sale as follows:
(a) firstly, by reimbursing the Company for the cost and expense of the taking of possession of and arranging for the sale of the Incorporated Goods and any damages which the Company has suffered as a result of any repudiation of the Contract by the Customer;
(b) secondly, by paying any sums due and owing to other creditors of the Customer in respect of other items and materials used in connection with the manufacture of the Incorporated Goods where the property in such items and materials has remained vested in such other creditors by reason of effective retention of title clauses and the claims of such other creditors pursuant to such retention of title clauses have been notified to the Company by the Customer or its liquidator, administrator or receiver, or by such other creditors.
7.1 If the cost to the Company of performing the Company’s obligations under the Contract shall be increased by reason of the making or amendment of any law or of any order, regulation, or by-law having the force of law that shall affect the performance of the Company’s obligations under the Contract, the amount of such increase shall be added to the Contract price.
7.2 Unless otherwise agreed in writing between the Customer and the Company, the Contract price shall be exclusive of Value Added Tax.
8.1 On delivery of the Goods/Services, the Company shall be entitled to invoice the Customer for the price of the Goods and/or Services.
8.2 Provided that the Customer has produced credit references which in the Company’s opinion are satisfactory, then unless otherwise agreed by the Company in writing, settlement terms will be net 30 days from date of invoice. In all other cases payments shall be made in advance upon submission by the Company of a pro-forma invoice.
8.3 The time of payment of the price shall be of the essence of the Contract.
8.4 No payment shall be deemed to have been received until the Company has received cleared funds. In the event that the Customer tenders payment by cheque and said cheque is returned unpaid to the Company, the Customer shall reimburse the Company for any bank charges incurred by the Company.
8.5 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer. If the Customer breaches Condition 8.2 or this Condition 8.5, the Company shall be entitled:
(a) to terminate the Contract, or suspend or cancel the further delivery of any Goods or the performance of any Services, including, without limitation, stopping the delivery of any Goods in transit;
(b) to withdraw or reduce any agreed monthly credit limit; and
(c) to cancel any discount (if any) offered to the Customer.
8.6 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
8.7 For the avoidance of doubt, and notwithstanding the exercise of any remedy by the Company in accordance with Condition 8.5, or under any other of these Conditions, the Contract, or otherwise, the Customer shall remain liable to pay and shall pay the Company at the Contract rate, any and all payments subsisting at the relevant time.
8.8 Any sums paid by deposit, retainer or prepayment may not under any circumstances be refunded.
8.9 The Company shall retain a general lien on the full value of all Goods and Services against all or any of the Customer’s property in the Company’s possession until such Goods and Services have been fully paid for.
9.1 The Company shall use reasonable endeavours to pass on the benefit of any warranty granted to it by its suppliers (if any) and the Company shall perform any Services with reasonable skill and care.
9.2 Subject to the provisions of Condition 9.1, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 2 of the Supply of Goods and Services Act 1982 and section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10. LIMITATION OF LIABILITY
10.1 Subject to Condition 4, Condition 5, Condition 9 and Condition 12, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods and any use made by the Customer of any of the Services; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in this Condition 10 excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to Condition 10.2 and Condition 10.3:
(a) the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Customer for loss of profit, loss of use, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
The Customer shall hold the Company harmless and keep the Company fully and promptly indemnified against all direct, indirect or consequential liabilities (all three of which terms include loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including financing costs and legal and other professional fees and expenses) awarded against or incurred or paid by the Company as a result of or in connection with any claim made by or against the Company in respect of any liability, loss, damage, injury, cost or expense whatsoever, howsoever and to whomsoever occurring, to the extent that such liability, loss, damage, injury, cost or expense arises directly or indirectly from any act or omission of the Customer, or from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Company confirming such costs, charges and losses to the Customer in writing.
12.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a Company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Conditions 12.1(d) 12.1(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
12.2 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of any Goods and/or Services for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12.3 On termination of the Contract (however arising), Conditions 6-11 shall survive and continue in full force and effect.
13. ADDITIONAL EXPORT TERMS
13.1 In these Conditions “Incoterms 2010” means the international rules for the interpretation of credit terms at the International Chamber of Commerce as in force at the date when the Contract arises. Unless the context otherwise requires, any term or expression which is defined here or given a particular meaning by the provisions of Incoterms 2010 shall have the same meaning in these Conditions.
13.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 13 shall (subject to any special terms agreed in writing between the Customer and the Company) apply, notwithstanding any other provisions of these Conditions.
13.3 The Customer 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 on them. The Contract shall be subject to the procurement by the Customer at the Customer’s own expense of any import licence and any other authorisations necessarily required for the import of the Goods into the country to which the Goods are to be exported, but failure to obtain any such documents shall not entitle the Customer to cancel the Contract.
13.4 The import licence number and expiry date shall be furnished at the time the order for the Goods is placed with the Company, otherwise production of the Goods will not be proceeded with. In the event of the import licence expiring before the Goods have been made available it shall be the responsibility of the Customer to obtain the renewal of such licence. The Company shall not be liable for any expense or loss caused by delay in obtaining such licence or the renewal thereof.
13.5 Unless otherwise agreed in writing between the Customer and the Company, the Goods shall be delivered Ex Works the Company’s place of business and the Company shall be under no obligation to give the Customer the notice relating to insurance mentioned under Section 32(3) of the Sale of Goods Act 1979.
13.6 The Customer shall be responsible for arranging for the testing and inspection of the Goods at the Company’s place of business before shipment. The Company shall have no liability for any defect in the Goods which would be apparent on inspection and in respect of which notification is made after shipment, or in respect of any damage to the Goods whilst in transit during shipment.
13.7 The Company shall have no liability for death or personal injury arising from the use of the Goods where the Goods are to be delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
13.8 Payment of all amounts due to the Company shall be made against presentation of shipping documents and in accordance with the provisions of Condition 8.2.
The Customer and the Company agree that in the course of the Company supplying Goods and/or Services to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. The Customer shall not use any Confidential Information for any purpose other than to carry out the Customer’s obligations to the Company.
15. FORCE MAJEURE
The Company reserves the right to defer the date of delivery and/or performance, or to cancel the Contract or reduce the volume of the Goods and/or Services ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract.
16.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
16.2 The Contract constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.
16.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.4 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
CHASE PLASTICS LIMITED
TERMS AND CONDITIONS OF PURCHASE
The following terms and conditions (collectively “Terms”) will govern the offer and sale of all Products pursuant to a Purchase Order between Chase Plastics Limited and the Supplier, unless other terms are specified in writing in the relevant Purchase Order.
1.1 In these Terms, the following definitions shall apply:
“Business Day” means a day (other than a Saturday, Sunday or a public holiday) when banks in London are ordinarily open for business;
“Charges” means the charges payable by the Company for the supply of the Products in accordance with the requirements of these Terms;
“Company” means Chase Plastics Limited;
“Contract” means the contract between the Company and the Supplier comprised of the Purchase Order and these Terms;
“Delivery Date” means the date specified for delivery of an order specified by the Company in the Purchase Order or otherwise as notified to the Supplier in writing in advance of delivery;
“Delivery Location” means the location specified for delivery of an order specified by the Company in the Purchase Order or otherwise as notified to the Supplier in writing in advance of delivery;
“Force Majeure Event” means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not have been foreseen by such party (or such person), or, if it could have been foreseen, was unavoidable, and includes Acts of God, storms, floods, drought, tempests, fires, explosions, accident, sabotage, riots, war or threat of war, insurrection, civil commotion or civil unrest, governmental action, requisition or expropriation, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, interference by civil or military authorities, armed hostilities or other national or international calamity or one or more acts of terrorism, withdrawal or suspension of any relevant regulatory consent, permit, licence or authorisation, demise of any energy source, demise of any supply source, difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery, labour problems or shortages, strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Company or of a third party), transportation issues, shipping blockades, import or export restrictions, regulations or embargoes, trade sanctions or boycotts;
“Products” means the goods and/or services or any part of them as set out in the Purchase Order;
“Purchase Order” means the Company’s order for the supply of Products as set out in the Company’s purchase order form and includes any documents referred to in a Purchase Order;
“Specification” means any specification for the Products that is set out in the Purchase Order (and/or otherwise as stipulated by the Company in writing, including any original or amended specification submitted to the Supplier after placement of the Purchase Order);
“Supplier” means the supplier of the Products as specified in the Purchase Order;
“VAT” means Value Added Tax.
1.2 In these Terms:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) any schedules and appendices form part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes such schedules and appendices;
(c) clause, paragraph, schedule and appendix headings do not affect the interpretation of these Terms;
(d) references to clauses, paragraphs, schedules and appendices are (unless otherwise provided) references to the clauses, paragraphs, schedules and appendices of these Terms;
(e) any reference to a "party" means a party to the Contract and "parties" shall be construed accordingly;
(f) words in the singular include the plural and in the plural include the singular;
(g) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(h) a reference to writing or written includes faxes and e-mails;
(i) any specific times which are stated, are stated in reference to Greenwich Mean Time (GMT).
2. Contract Formation
2.1. The Supplier has offered to provide, and the Company has accepted that offer through the issue of the Purchase Order, those Products specified in the Purchase Order. The Contract shall be deemed to have been formed on the date on which the Purchase Order was issued by the Company.
2.2 The Supplier shall sell and the Company shall buy the Products in accordance with the Contract.
2.3 These Terms and the terms of the Purchase Order shall apply to and shall govern the Contract to the exclusion of any other terms or conditions that the Supplier seeks to impose or incorporate and shall prevail over any inconsistent terms or conditions contained, or referred to, in any quotation or specification or other document put forward by the Supplier from time to time, or which might otherwise be implied by trade, custom, practice or course of dealing. No provision that is not expressly set out in the Contract shall in any manner govern or affect it or any obligation arising under or in connection with it.
2.4 In the event of any conflict or inconsistency between the terms of the Purchase Order and these Terms, the terms of the Purchase Order shall prevail to the extent of such conflict or inconsistency.
2.5 A variation or amendment of the Contract shall be of no effect unless agreed in writing by an authorised representative of the Company.
3. Charges and payment
3.1 The Charges shall be set out in the Purchase Order, and shall be the full and exclusive remuneration of the Supplier in respect of the sale of the Products. Unless otherwise agreed in writing by the Company (signed by an authorised representative of the Company), the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the sale of the Products (including but not limited to the costs of packaging, import, export, packing, insurance, carriage, shipping, any customs duties, clearance charges, taxes, broker’s fees and other amounts payable in connection with importation and delivery of the Products and any other costs, charges or expenses incurred).
3.2 No increase in the Charges may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Company in writing.
3.3 If any sum under the Contract is not paid when due, the Supplier shall not be entitled to suspend delivery of the Products as a result of any sums being outstanding.
3.4 The Company shall be free to pay amounts due to the Supplier in whichever method the Company prefers, including but not limited to electronic transfer of funds or BACS payments. The Supplier undertakes to provide the Company with the relevant account and payment details to allow the Company to make payments when due to the Supplier in conformity with the Contract.
3.5 The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Supplier under the Contract against any amount payable by the Company to the Supplier under the Contract.
4. Supplier’s obligations
4.1 The Supplier shall produce, pack and supply the Products in accordance with the Specification and all generally accepted industry standards and practices that are applicable.
4.2 The Supplier warrants that the Products supplied to the Company by the Supplier under this Contract shall:
(a) conform to the Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose:
(i) for which the Products are commonly used; or
(ii) which has been specified or made known to the Supplier by the Company; or
(iii) which has been stated or held out by the Supplier; or
(iv) which should otherwise be reasonably apparent to the Supplier.
(c) be free from any defects;
(d) comply with all applicable statutory and regulatory requirements; and
(e) if the Contract requires the Supplier to provide services to the Company, then the Supplier shall, throughout the duration of the Contract, perform the services in a good and workmanlike manner and observe any reasonable instructions given to it by the Company in connection with the performance of its obligations under the Contract.
4.3 The Supplier shall ensure that the Products are properly packed and secured in such manner as to enable them to reach their destination in an undamaged condition.
4.4 The Supplier shall obtain and maintain in force for the duration of the Contract all licences, permissions, authorisations, consents and permits needed to produce and supply the Products in accordance with the Contract.
4.5 The Supplier shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the production, packing, packaging, marking, storage, handling, and delivery of the Products.
4.6 The Company shall have the right to enter the Supplier's premises to:
(a) inspect the facilities and the equipment used by the Supplier in the production, packaging and supply of the Products; and
(b) inspect and take samples of the raw materials, the packaging and the Products.
4.7 The Company shall have the right to inspect any services performed by the Supplier pursuant to the Contract and the Supplier shall allow all reasonable access and assistance to the representatives of the Company to enable such representatives to carry out the inspection promptly, including providing the Company with any information that may be reasonably required.
4.8 All necessary instructions or recommendations relating to handling, use and storage of the Products shall be supplied by the Supplier to the Company.
5.1 The Supplier shall deliver the Products to the Delivery Location on the Delivery Date. No shipping terms which are nominated by either party shall diminish any obligation of the Supplier or limit any right of the Company under the Contract. Time of delivery is of the essence. The Supplier shall immediately notify the Company in writing of any delay in delivery and the likely duration of such delay.
5.2 If the Products are not delivered on the specified Delivery Date, then, without limiting any other right or remedy the Company may have, the Company may:
(a) refuse to take any subsequent attempted delivery of the Products;
(b) terminate the Contract with immediate effect;
(c) refuse to pay the Charges for the rejected Products, without liability to the Supplier;
(d) claim damages for any other costs, expenses or losses directly or indirectly resulting from the Supplier's failure to deliver the Products on the Delivery Date.
5.3 If the Company fails to accept delivery of the Products on the specified Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under the Contract:
(a) the Products shall be deemed to have been delivered at 3.00pm on the Delivery Date; and
(b) the Supplier shall store the Products until delivery takes place, without charge to the Company.
5.4 Each delivery shall be accompanied by a delivery note from the Supplier showing:
(a) the Purchase Order Number;
(b) the date of the Purchase Order;
(c) the type and quantity of Products included in the Purchase Order; and
(d) where the Products are being delivered by instalments, the outstanding balance of Products remaining to be delivered.
5.5 The Supplier shall be obliged to obtain the signature of the Company’s representative on a delivery note, but such signature shall not indicate acceptance of the Products.
6. Acceptance of the Products
6.1 The Company shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in the Products, until a reasonable time after the latent defect has become apparent.
6.2 If any Products delivered to the Company do not comply with clause 4.2, or are otherwise not in conformity with the Contract, then, without limiting any other right or remedy that the Company may have, the Company may reject those Products and:
(a) require the Supplier to replace the rejected Products at the Supplier’s risk and expense within 5 (five) Business Days of being requested to do so;
(b) terminate the Contract with immediate effect;
(c) refuse to pay the Charges for the rejected Products, without liability to the Supplier;
(d) where the Products have already been paid for in part or in full, require the Supplier to repay the Charges for the rejected Products in part or in full, as applicable (whether or not the Company has previously required the Supplier to replace the rejected Products); and
(e) claim damages for any other costs, expenses or losses resulting directly or indirectly from the Supplier's delivery of Products that are not in conformity with the Contract.
6.3 The Company's rights and remedies under clause 6.2 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with sample implied into the Contract by the Sale of Goods Act 1979.
6.4 These Terms shall apply, without limitation, to any replacement Products supplied by the Supplier.
6.5 If the Contract requires the Supplier to provide services to the Company, any obligation of the Supplier to replace Products under this clause 6 shall additionally be deemed to impose an obligation on the Supplier to re-perform the corresponding services.
7. Risk and Title
7.1 The Products shall remain at the risk of the Supplier until delivery to the Delivery Location is complete (including unloading and stacking) and the Supplier has notified the Company that delivery has been completed. For the avoidance of doubt and where requested to do so by the Company, the Supplier shall be solely responsible for insuring the Products in accordance with the Supplier’s obligations in clause 9.1 for such time as the Products shall remain at the Supplier’s risk. Nothing in this clause 7.1 shall affect the Company’s right to reject the Products.
7.2 Title to the Products shall pass to the Company upon completion and notification of delivery pursuant to the requirements of clause 7.1, unless payment for the Products has been agreed to be made prior to delivery, when title shall pass to the Company once payment has been made and the Products have been appropriated to the Contract.
8.1 The Supplier shall keep the Company indemnified and shall hold the Company harmless in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), losses, damages, deductions, fines, injury, costs (including costs of storage and/or disposal) and expenses (including legal and other professional fees and expenses and experts' fees) awarded against or incurred or paid or agreed to be paid by the Company as a result of or in connection with:
(a) any breach, negligent performance or failure or delay in performing any obligation under the Contract by the Supplier, its employees, agents or subcontractors;
(b) any breach of any warranty given by the Supplier in relation to the Products (including, without limitation, the warranty given in clause 4.2);
(c) any claim made against the Company by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performing any obligation under the Contract by the Supplier, its employees, agents or subcontractors;
(d) any claim made against the Company by a third party for death, personal injury or damage to property arising out of, or in connection with, defective Products, to the extent that the defect in the Products is directly or indirectly attributable to any act, omission or delay of the Supplier, its employees, agents or subcontractors, or is otherwise occasioned by the Supplier, its employees, agents or subcontractors;
(e) any claim that the Products infringe, or that their importation, use or resale, infringes, the Intellectual Property Rights of any third party, except to the extent that the claim arises from compliance with any Specification supplied by the Company; and
(f) any liability under the Consumer Protection Act 1987 in respect of the Products.
8.2 This clause 8 shall survive the termination or expiration of the Contract and/or the cancellation of any Purchase Order.
9.1 If requested to do so by the Company, the Supplier shall maintain in force with a reputable insurance company, insurance coverage to cover all of the Supplier’s possible liabilities to the Company which may arise under or in connection with the Contract, such insurance coverage to be to in such an amount as may be reasonably requested by the Company and to be effective for such duration as may be reasonably requested by the Company.
9.2 The Supplier shall, on the Company's request, produce both the insurance certificate giving details of cover (including the scope and duration of the cover) and the receipt for the current year's premium in respect of that insurance.
9.3 The Supplier's liabilities under the Contract shall not be deemed to be released or limited by the Supplier taking out the insurance coverage referred to in clause 9.1.
9.4 If the Supplier fails or is unable to maintain insurance in accordance with clause 9.1, or fails to provide evidence that it has paid the current year's premium, the Company may, so far as it is able, purchase such alternative insurance cover as it deems to be reasonably necessary and shall be entitled to recover all reasonable costs, charges and expenses it incurs in doing so from the Supplier.
10. Cancellation and Termination
10.1 The Company shall be entitled to cancel the Contract in respect of all or part only of the Products by giving notice in writing to the Supplier at any time prior to delivery, in which case the Company’s sole liability shall be to pay to the Supplier the Charges for the Products (or part thereof) in respect of which the Company has exercised its right of cancellation, less the Company’s reasonable estimate of the Supplier’s net saving of cost arising from cancellation.
10.2 If at any time the Supplier shall commit a breach of any obligation arising under these Terms, or become insolvent, be subject to a petition in bankruptcy filed by or against it or be placed under the control of a receiver, liquidator or committee of creditors, then the Company may, if it so elects and without any liability to the Supplier, terminate the Contract by written notice. The Supplier shall have thirty (30) days to correct the default (if the default is capable of remedy), failing which termination shall take effect at the end of the thirty (30) day period.
10.3 The termination of the Contract, however arising, shall be without prejudice to the rights of the Company accrued prior to termination. Any Terms which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.
11. Proprietary matters
11.1 All materials and data provided by the Company to the Supplier in connection with this Contract shall, at all times, be and remain the exclusive property of the Company, but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the Company and shall not be disposed of nor used other than in accordance with the Company’s prior written instructions or authorisation.
11.2 The Supplier agrees to promptly and fully indemnify and hold the Company harmless against any liability, loss, damage, cost, charge or expense arising directly or indirectly from any breach of clause 11.1.
12. Force Majeure
The Supplier shall give the Company notice with full details, promptly and in no event any later than 2 Business Days after becoming aware of any Force Majeure Event that delays or prevents the Supplier's performance of any of its obligations under the Contract. The Company may, by written notice to the Supplier and without prejudice to any other right or remedy of the Company hereunder, cancel, reduce quantities ordered, or extend the Delivery Date for Products ordered which are affected by a Force Majeure Event. In the event of a shortage caused by a Force Majeure Event, the Supplier shall allocate its production and available inventory and resources to the Company on a no less favourable basis than any other customer of the Supplier and ahead of any orders placed after the Company's order.
13. Compliance with Anti-Slavery and Human Trafficking Laws and Policies
13.1 In performing its obligations under the Contract, the Supplier shall:
(a) comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to in force including but not limited to the Modern Slavery Act 2015; and
(b) have and maintain for the duration of the Contract its own policies and procedures to ensure its compliance; and
(c) not engage in any activity, practice or conduct that would constitute an offence under sections 1,2 or 4 of the Modern Slavery Act 2015; and
(d) ensure that each of its subcontractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.
13.2 Without limiting the generality of clause 13.1, the Supplier shall not become engaged in any of the following activities:
(a) forced labour;
(b) child labour;
(c) bonded labour (where repayment of a debt is used as a reason to force an individual to work without payment);
(d) sexual slavery; or
(e) human trafficking.
13.3 The Supplier shall indemnify the Company against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by the Company or awarded against the Company as a result of any breach of the Modern Slavery Act 2015 and/or any of the provisions of this clause 13.
14.1 No failure or delay by either party in exercising any right, power or privilege under the Contract will impair or operate as a waiver of the same, nor will any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.
14.2 No third party shall be entitled to enforce any of the terms of the Contract under the Contracts (Rights of Third Parties) Act 1999.
14.3 The Purchase Order and these Terms contain the whole agreement between the parties and supersede and replace any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into the Contract on the basis of any representation that is not expressly incorporated into the Purchase Order or these Terms.
14.4 If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14.5 Any dispute arising under or in connection with the Contract shall be solely and finally settled by arbitration in accordance with the London Court of International Arbitration (“LCIA”) Rules.
14.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English Courts.