(a)”The Company” means Peerless Plastics and Coatings Ltd. and/or any of its associated or subsidiary companies or business at 16-20 Howlett Way, Thetford, Norfolk, IP24 1HZ.
(b)”Buyer” means the person or company who accepts an estimate or quotation for the sale or supply of goods or whose order for goods is accepted by The Company.
(c)”Conditions” means the standard terms and conditions of sale and supply set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the parties.
(d)”The Contract” means The Contract for the purchase and sale of The Goods and includes these Conditions.
(e)”The Goods” means any goods or materials to be manufactured or supplied by The Company under the terms of The Contract.
(f)”The Works” means the manufacture and supply of equipment by The Company under the terms of this contract.
(g)”Export Contract” means The Contract where The Goods are being sold to a Buyer whose place of residence is outside the United Kingdom of Great Britain and Northern Ireland.
(h)”Specification” includes drawings, plans, samples, notes, models, calculations and descriptions.
“Writing” includes facsimile, scans, emails and comparable communication.
(a)The Company shall sell and/or supply and the Buyer shall purchase The Goods in accordance with:-
Any written quotation or estimate of The Company which is accepted by the Buyer; or
Any written order of the Buyer, which is accepted by The Company in writing or on Company email. Subject in either case to these Conditions that shall govern The Contract to the exclusion of any other terms and Conditions and subject to which any such quotation or estimate if accepted (or purported to be accepted) or any such order is made (or purported to be made) by the Buyer.
(b)No variation to these Conditions shall be binding upon the parties unless agreed in writing in advance of the supply of The Goods or works and signed by a Director of The Company.
(c) The Company’s employees or agents are not authorised to make any representations or to give any advice or recommendations concerning The Goods nor their suitability for any purpose unless specifically confirmed in writing. In entering into The Contract the Buyer acknowledges that it does not rely on, and waives any claim in respect of, any such representations, advice or recommendations which are not so confirmed.
(d) The Company shall be entitled where and when it deems it appropriate to sub-contract all or part of The Contract.
(e) Any typographical, clerical or other error or omission in the sales literature, quotation, estimate, price list, acceptance of offer, invoice or other document or information issued by The Company shall be subject to correction without any liability on the part of The Company.
(f) Any quotation provided by The Company shall not constitute an offer but shall constitute an invitation to treat.
3. Orders and Specification
(a)To enable The Company to perform The Contract the Buyer shall (where appropriate) be responsible to The Company for:-
Ensuring the accuracy of the terms of any order or quotation (including any specification).
Giving The Company any necessary information relating to The Goods or the work in reasonable time.
Ensuring that The Company, its employees and agents shall be afforded a safe working environment and provide suitable and adequate insurance for death or personal injury.
For ensuring that no delay whatsoever is caused to The Company either on site or otherwise and that the Buyer shall be liable to The Company for any loss or damage suffered by The Company as a result of a breach of this clause.
The quantity, quality or description of any specification for The Goods shall be those set out in The Company’s quotation or estimate if accepted by the Buyer’s order or in The Company’s written acceptance if accepted by The Company.
(b)If The Goods are to be manufactured or any process is to be applied to The Goods by The Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify The Company against loss, damage, costs and expenses, awarded against or incurred by The Company in connection with or paid by The Company in settlement of any claim for infringement of any patent, copyright, design, trademark or any other intellectual property right.
(c)The Company reserves the right to make any changes to the specification of The Goods which do not materially effect their quality or performance or which are required to conform with any applicable safety or other statutory requirements.
(d)No order which has been accepted by The Company nor quotation or estimate accepted by the Buyer may be cancelled by the Buyer except with The Company’s agreement in writing signed by a Director and on terms that the Buyer shall indemnify The Company in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses resulting from cancellation.
(a)The price of The Goods shall be the price quoted or accepted by The Company provided that the price quoted or accepted remains valid, failing which The Company shall be entitled to supply a revised price at any time.
(b)The Company reserves the right by giving notice to the Buyer at any time before delivery to increase the price of The Goods or works to reflect any increase in the cost to The Company which was due to:-any change in delivery dates, quantities or specification for The Goods or work required by the Buyer; or any delay caused by, or any instruction of the Buyer; or the alteration or amendment of any drawings, plans or surveys, whether prepared by or on behalf of The Company for the Buyer where such an amendment or alteration is requested by the Buyer or which in the opinion of The Company is necessary for the performance of its part of The Contract; or the requirement of the Buyer for any part of parts of The Contract to be performed outside the normal working hours of 8.30 am to 5.30 pm Monday through to Thursday and 8.30 am to 3.00 pm on Friday; or the increase in the cost of material, labour or transport between the date of estimate or quotation and the date of completion of The Goods and/or supply of The Works.
(c)All tenders, estimates and quotations are exclusive of VAT, which will be charged at the prevailing rate as at the date of invoice.
(d)All prices for delivery within the United Kingdom are quoted Ex Works.
For an export contract, all prices are quoted FOB UK Port.
5. Payment Terms
The Company shall be entitled to invoice the Buyer for the price of The Goods or the cost of The Works at any time after delivery or supply unless the Buyer fails to take delivery or supply, in which event The Company shall be entitled to invoice the Buyer for the price at any time after The Company has tendered delivery of The Goods or The Works.
The Buyer shall pay the price of The Goods or The Works at the time specified on The Company written quotation, estimate or tender or pursuant to the acceptance of order by The Company not withstanding that delivery may not have taken place and the property in The Goods may not have passed to the Buyer. The time for payment of the price shall be of the essence of The Contract. Receipts of a payment will only be issued upon request.
Where The Company does not specifically exercise the said right to payment pursuant to the tender, quotation or estimate, payment is due 30 days from date of the invoice issued to the Buyer.
All sums unpaid by the Buyer at the due date shall bear interest at the rate of 12% above Barclays Bank Base Lending Rate per annum or part thereof from the date when payment is due.
If the Buyer fails to make any payment on the due date then, without prejudice to any of The Company’s other rights or remedies, The Company shall be entitled to:-
cancel The Contract or any other contracts with the Buyer or suspend any deliveries to the Buyer;
appropriate any payment made by the Buyer to such of The Goods or The Works supplied under any other contract between the Buyer and The Company.
For Buyers who have no previous account with The Company the order must be accompanied by two approved trade references and a Banker’s reference.
Payment shall be made against invoice before performance of The Contract commences unless otherwise agreed in writing and signed by a Director of The Company.
All other terms as to payment apply to export contracts save as where they are inconsistent with this term.
(a)Unless expressly provided in these Conditions and except when The Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, Conditions or other terms implied by statute or common law (including those as to description, fitness for purpose and sample) are excluded to the full extent permitted by law.
(b)Any claim by the Buyer which is based on any defect in quality, quantity or condition of The Goods or the work or their failure to correspond with the specification shall (whether or not delivery is refused by the Buyer) be notified to The Company, in writing, within 21 days of the date of delivery. If the Buyer does not so notify The Company the Buyer shall not be entitled to reject The Goods and The Company shall have no liability for such defect or failure and the Buyer shall be found liable to pay the prices as if The Goods and works had been delivered in accordance with The Contract.
(c)Where any valid or properly notified claim in respect of any goods or work is based on any defect in the quantity, quality or condition of The Goods or work or their failure to meet any specification then The Company shall be entitled to replace or repair The Goods or redo the work (or the part in question) free of charge, or at The Company’s sole discretion, refund the Buyer 25% of the cost price of The Goods as paid by the Buyer for The Goods or as would have been supplied by a reputable supplier of the choice of The Company, whichever is lower.
(d)The Company’s liability under this condition applies only to defects appearing before the Buyer makes any modification or alteration to The Goods and whilst The Goods are being properly used or stored and in particular (but without limitation) The Company shall not be liable in the case of defects arising from normal deterioration or improper or faulty handling or processing by the Buyer or non-compliance with any directions given or issued by The Company.
(e)The Company shall not be liable for any loss or damage caused by defects in the quantity, quality or condition of The Goods arising from any specification supplied by the Buyer.
(f) The Company shall not be liable for any loss or damage caused by defects in the quantity, quality or condition of goods and materials supplied by the Buyer, nor defects in the timeliness of supply of such goods and materials supplied by the Buyer.
(a)The Company’s liability under Condition 6 shall be accepted by the Buyer in lieu of any warranty or condition, whether express or implied by law, as to the quality or fitness for any particular purpose of The Goods and, save as provided in these Conditions, The Company shall not be under any liability to the Buyer (whether in contract, tort or otherwise) for any defects in The Goods, materials supplied or workmanship performed by The Company or for any damage, loss, death or injury resulting from such defects and the Buyer shall indemnify The Company against any claims in respect thereof. For the purposes of this paragraph The Company contracts on its own behalf and on behalf of and as trustee for its sub-contractors, servants and agents.
(b)Where the Buyer has examined a sample of The Goods produced by The Company The Goods shall be deemed to correspond with their description if The Goods supplied correspond with the sample notwithstanding that The Goods may have been described differently by The Company.
(c)Where the Buyer has examined The Goods or has been provided with plans, drawings, specifications or other information by The Company relating to The Goods or works the Buyer, at its own risk, determines the suitability of The Goods or works for its own purpose.
(d)The Company shall not be liable, whether by way of indemnity or by reason or breach of contract, tort or breach of statutory duty or in any other manner for consequential or indirect loss of whatever nature suffered by the Buyer or for special damages, loss or use (whether complete or partial) of The Goods, or loss of profit or any contract.
(e)Unless agreed in writing by a Director of The Company, The Company shall not be liable for any loss whatsoever arising to the Buyer from loss following the use of incorporation of free issue materials or mouldings.
(f)The Company shall not be liable to the Buyer for any loss nor damage suffered by the Buyer arising from loss, damage, fire, theft, or defects or materials, artwork, prototypes, samples, tools, moulds or other items supplied by the Buyer to The Company to store, use of perform upon in the course of its duties.
(g)The Company’s total liability for the aggregate claims of the Buyer arising out of a single act or default of The Company (whether due to The Company’s negligence or otherwise) shall not exceed The Contract price. It is a precondition of any liability of The Company that:-
(i) the Buyer shall have paid in full all invoices outstanding to The Company by the due date;
(ii) The Company’s employees or agents are afforded full and free access to The Goods and/or site and/or works;
(iii) the Buyer does not allow or permit any person other than those approved and authorised by The Company to effect any replacement of parts, maintenance, adjustments or repairs to The Goods or works;
(iv) the Buyer has properly maintained The Goods in accordance with the directions given or issued by The Company from time to time;
(v) the Buyer has only used spare parts or replacements manufactured by or on behalf of The Company and supplied by it and has followed The Company’s instructions for the use of the same;
(vi) the Buyer does not permit any additions or alterations to be made to The Goods or works of whatever kind without The Company’s prior written approval;
(vii) more than 20% of the consignment (as defined by The Company) is defective. There shall be no liability whatsoever for defective products which amount to less than 20% of the consignment.
Where any claim is made against the Buyer and where The Company may be liable under these terms and Conditions, the Buyer shall notify The Company in 7 working days of receipt by it of such claim. The Company may, of its own and unfettered election, conduct all negotiations for the settlement of the said claim and any litigation that may arise there from on behalf of both itself and the Buyer. The Buyer shall not make any admission, which may be prejudicial to the position of The Company in either negotiations or litigation without the express written consent of The Company. The Buyer shall provide full assistance as required of it by The Company in relation to all negotiations or litigation. The Buyer will be responsible for all the legal costs of The Company incurred. If the Buyer is in default of any of its obligations under this clause, The Company shall have no liability to compensate the Buyer in respect of such claim.
Nothing in this Condition 8 shall be construed as limiting or excluding The Company’s liability under Part 1 of the Consumer Protection Act 1987 or for the death or personal injury resulting from its negligence (as defined in section 1 of the Unfair Contract Terms Act 1977).
(a)Any dates quoted for the delivery and/or installation of The Goods are approximate only and The Company shall not be liable for any delay. The Company maintains the right to change delivery dates as and when required.