St Cuthberts Mill Ltd – Hereinafter the “Company”
CONTRACT- These Conditions shall apply to every order accepted by the Company and no variation or obligation of the same shall be effective unless in writing duly signed on behalf of the Company. The British Paper and Board Trade Customs 1987 (“the customs”) as herein amended for the particular purpose of these Conditions shall be deemed to be incorporated herein. All implied warranties and conditions are hereby excluded with the execution only of those implied by Section 12 of the Sale of Goods Act 1893. In the event of any conflict or discrepancy these Conditions and the Customs or any other Conditions of business these Conditions shall prevail.
Each reference herein to “paper” shall be deemed to include “board”.
ORDERS & QUOTATIONS- No order shall be binding on the Company unless confirmed by the Company on its acknowledgement of order form. All Quotations are subject to withdrawal or amendment at any time prior to actual receipt of an order. Save as otherwise stated, the price quoted is net, exclusive of import duties, value added tax and any other applicable tax or duty; and carriage paid to the address specified in the order.
DELIVERY- Delivery will be by normal means at the discretion of the Company unless otherwise agreed. Special delivery charges will be invoiced additionally to the Buyer.
Without prejudice to any rights of the Company for breach of contract, in the event of the Buyer failing to accept delivery the Buyer shall thereupon pay and indemnify the Company against all costs, liability and expenses as are thereby occasioned to the Company (including without prejudice to the generality thereof in respect of the handling and storing of the paper offered for delivery) and such paper shall thereafter be held at the Buyer’s sole risk until such time as the Buyer shall have accepted delivery or the contract shall otherwise have been discharged.
CONSIGNMENT STOCK – Any paper held by the Company or delivered to the Buyer as Consignment Stock to await calling-off by the Buyer and invoicing by the Company shall be held upon trust for the Company. Ownership of such paper shall remain in the Company until full payment for the paper has been made. Risk in such paper shall pass to the Buyer on delivery.
PROPERTY IN THE PAPER-
(a) Property in and legal and beneficial ownership of the paper shall remain in the Company until full payment for the paper has been made, but risk in the paper shall pass to the Buyer on delivery. Until ownership of the paper passes to the Buyer, the Buyer must keep the paper free from any change, lien or other encumbrance:
(b) The Buyer acting on its own account and not as a agent of the Company may agree to re-sell any paper in its possession in the routine course of trading and on normal trading terms notwithstanding that ownership has not passed, and in such a case the Company’s beneficial entitlement shall attach to the proceeds of sale (which expression includes the right to claim for such proceeds) and the Buyer shall hold such proceeds of sale in trust for the Company and keep them apart from other funds.
(c) If and whenever requested by the Company, the Buyer will mark any paper conspicuously as being the property of the Company and ensure that such marking is not removed or obliterated and will promptly identify and show the paper to the Company or its representatives.
(d) The Company may at any time and from time to time until ownership of the paper has passed require the paper to be returned to it and if this requirement is not immediately complied with may retake possession of the paper (and may enter any premises of the Buyer for such purpose). Such return or retaking of possession shall be without prejudice to the obligation of the Buyer to purchase the paper.
INSTALLMENTS- Where the paper is ordered for delivery by instalments, each shall deemed to be a separate and independent contact.
PRICE VARIATION- The words “after the acceptance of an order but before the date on which it is necessary to proceed with manufacture in order to meet the delivery requirements of the order” in the section of the Customs entitled “Price Variation” and the penultimate sentence of that section shall be deemed to be deleted, Paragraph (b) (“increased Costs”) of the section entitled “Force Majeure” shall be deemed to be deleted.
TERMS OF PAYMENT- Payment due no later than 30 days from date of invoice, unless otherwise agreed. For such agreement to be valid, it must be confirmed by us in writing at the time the contract is made. Where payment is not made by the due date, the Company reserves the right to charge interest at the rate of 0.5% per week, or part week on the balance outstanding from time to time calculated on a week to week basis from the due date until the actual date of payment.
CLAIMS- All claims must be submitted with full details to the company in writing and a copy thereof delivered to the carrier at the same time. Claims for short delivery, damage in transit or any other reason must be submitted within three days of receipt of paper and claims for non-delivery within fourteen days of the date of invoice. If the Buyer shall fail to give notice as provided, any liability on the Company’s part shall be deemed to have been waived by the Buyer and the Buyer shall continue to be liable to pay the full price of paper. It shall be the duty of the Buyer (before appropriating the paper, using it for the purpose, cutting, printing, dealing with it or parting with the possession thereof) to text and examine the paper in every respect and to satisfy himself of its fitness for any purpose for which it is intended to be used.
DEFAULT OR BANKRUPTCY- the Company shall be entitled (without prejudice to such other rights as shall have accrued to the Company) by notice in writing to the Buyer either to terminate any contract between itself and the Buyer or to suspend delivery if either;
(a) Any sum owing by the Buyer to the Company is not paid in the ordinary course, whether under the same of any contract.
(b) The Buyer is in breach of any term of the same or any other contract with the Company; or receiving order in bankruptcy made against him or (if a corporate body) has a receiver or receiver and manager appointed or goes into liquidation either voluntary or compulsory or under supervision.
LIMITATION OF LIABILITY- Liability on the Company’s part for any loss, damage or expense (including without prejudice to generality thereof any consequential or special loss, damage or expense) is hereby excluded in so far as such liability exceeds the invoice price of the specific goods in respect of which such liability is incurred.
FORCE MAJEURE- Any liability on the part of the Company is hereby excluded if wholly or partly caused by force majeure, industrial dispute, change in fiscal policy, inevitable accident or any other contingency specified in the section of the Customs entitled “Force Majeure”.
JURISDICTION- the law of England shall apply to all business conducted between the Company and the Buyer and to the interpretation of these Conditions of Sale.
INTERPRETATION- The headings to each of these Conditions shall not affect the interpretation thereof.