DP PLASTICS LIMITED CONDITIONS OF SALE

DEFINITIONS. 1. In these conditions the following expressions shall have the following meanings:
(1) “the company” means DP PLASTICS LIMITED and also where the context so permits its assigns and sub-contractor for the said company: (2) “Goods” means the articles or things or any of them described in the Contract; (3) “the Buyer” means the person firm or company with whom the contract is made by the company whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm of company: (4) “Company’s Premises” means the premises mentioned in the Company’s quotation or other contractual document or if not so mentioned means the Company’s premises at Unit 4 The International Industrial Estate, Manor Way, New Road, Rainham Essex, RM13 8RH (5) “the Contract” means the Buyers order or the Company’s quotation for the sale or supply of the Goods and any document referred to herein these Conditions of S

ale, the Buyer’s order for the Goods or the Company’s acknowledgment thereof and if there shall be any inconsistency between the document comprising the contract they shall have precedence in the order herein listed.

GENERAL. 2.
These Conditions shall be deemed to be incorporated in all the contracts of the Company to sell Goods and in the case of any inconsistency with any order letter or form of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company Whatever may be their respective date the provision of these Conditions shall prevail unless expressly varied in writing and signed by a director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract. If in any particular case any of these Conditions shall be held to be invalid or shall not apply to the Contract the other Conditions shall continue in full force and effect.

ORDERS. 3.
Notwithstanding that the Company may have given a detailed quotation no order shall be binding on the Company unless and until it has been accepted in writing by the Company.

PRICES. 4.
(1) The price payable for Goods shall, unless otherwise stated by the Company in writing and agreed on its behalf, be the list price of the Company current at the date of dispatch and in the case of an order for delivery by installments the price payable or each installment shall be the list price of the Company current at the date of dispatch of such installment unless otherwise expressly stated to be firm for a period. (2) Unless otherwise expressly stated to be firm or a period the Company’s prices are subject to variation to take account of variations in wages materials or other costs since the date of the order. The company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original contract price. (3) All prices are exclusive of Value added Tax and this will be charged at the appropriate rate.

ADDITIONAL COSTS. 5.
(1) The Buyer agrees to pay for any loss or extra costs incurred by the company through the Buyer’s instructions or lack of instructions or through failure or delay in taking delivery or through any act or default on this part of the Buyer its servants agents or employees.(2) The buyer agrees to pay for any administration charges incurred by the company including but not exclusively, notification letters for dishonored cheques, demands for late payment, and legal letters for accounts in dispute, these letters and notices are charged at £22.50 plus vat and invoiced and added to any outstanding amount accordingly.

PATENTS. 6.
The Buyer shall indemnify the Company against all costs claims and damages incurred or threatened arising out of any alleged infringement of patents trade marks or copyright occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Buyer.

TERMS OF PAYMENT. 7.
(1) Unless otherwise agreed by the Company in writing payment shall be due in cash not later than the end of the month following the month of the date of the invoice save payment shall become due in any event forthwith upon the events referred to in condition 15 hereof. (2) If the Goods are delivered in installments the Company shall be entitled to invoice each installment as and when delivery thereof has been made and payment shall be due in respect of each installment whereof delivery has been made notwithstanding non-delivery of other installments or other default on the part of the Company. (3) If upon the terms applicable to any order the price shall be payable by installments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due installments or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith. (4) The price of the Goods shall be due in full to the Company in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set-off, lieu or any other similar right or claim. (5) The time of payment shall be of the essence of the Contract. (6) Without prejudice to any other rights it may have the company is entitled to charge interest at 8% above the then Current Bank of England Rate of Interest on overdue payments of the price of the Goods or the price of any installments thereof.

DELIVERY. 8.
(1) The period for delivery shall be the period within which the Goods are intended to be dispatched from the Company’s Premises and shall be calculated from the time of the receipt by the company of the Buyer’s order or from the receipt of all necessary information to enable the Company to manufacture or procure the manufacture of the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period. (2) All dates or times given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any contract nor shall the Company be under any liability for any delay beyond the Company’s control. (3) Where the orders are handed to a carrier for carriage to the Buyer or to United Kingdom port for export any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purpose of Sections 44, 45 and 46 of the Sale of Goods Act 1973. (4) The Buyer agrees that Section 32(3) of the Sale of Goods Act 1979 shall not apply to Goods sent by the Company. (5) The liability for non-delivery loss of or damage to the goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Buyer unless claims to that effect are notified in writing by the Buyer to the Company (and in the case of claims for non-delivery loss or damage with a copy to the carrier if the Company’s own vehicles have not been used to deliver the Goods), within 48 hours of delivery provided that; (a) the Item has not been cut or used or installed or modified in any way by the Buyer, (b) is not due to a failure buy the buyer to store in accordance with the Company’s recommendations. (6) In the event of a valid claim for non-delivery loss damage or non-compliance with the Contract the Company undertakes at its option either to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery loss damage or non-compliance. (7) If the Buyer shall fail to give notice in accordance with Condition 8(5) above the Goods shall be deemed to be in all respects in accordance with the Contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for the same accordingly. (8) If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company may at its sole discretion without prejudice to its other rights store for Goods for the Buyer and take all reasonable steps to safeguard and insure them at the cost of the Buyer provided that the Buyer shall be immediately informed thereof. (9) The Company shall have the right to make delivery by installments of such quantities and at such intervals as it may decide and any express provisions as to installments in the Contract shall be in addition to and not in derogation of this right.

RETURNS. 9.
The buyer cannot return goods supplied unless accompanied by the Company’s prior written authorisation in the form of the Company’s Collection Note. The Company’s collection note must be affixed to the goods intended for return. Duly authorised returns shall be sent to the Company’s Premises at the Buyer’s expense. The Company may at its own discretion collect goods for return and or provide temporary goods on loan to enable the buyer to return defective goods for repair, in the event that the Buyer subsequently fails to return any temporary goods these will become chargeable.

PASSING OF TITLE AND RISK. 10.
(1) From the time of delivery the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing the Goods shall remain the property of the Company until all payments under the Contract and any other Contract between the Seller and the Buyer for the Goods have been made in full and unconditionally. Whilst the ownership of the Company continues the Buyer shall keep the Goods separate and identifiable from all other goods in its possession as bailee for the Company. (2) In the event of any resale by the Buyer of the Goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the Buyer and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identifiable as the Company’s moneys. (3) In the event of failure to pay the price in accordance with the Contract the Company shall have the power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation or law or implication or changes and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the Goods. (4) Pending payments of the full purchase price of the Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the Buyer, in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The Policy shall bear an endorsement recording the Company’s interest.

DEFECTIVE GOODS / GUARANTEE. 12.

(1) In substitution for all rights which the Buyer would or might have but for these Conditions the Company undertakes in the case of Goods manufactured by the Company that if within 10 years of delivery of any item of the Goods with a serious defect in the maufacturing appears the Company shall repair or replace the goods in accordance with our remake policy. (2) In the case of Goods not manufactured by the Company ie parts used to manufacture goods, the Company will pass on to the Buyer its suppliers guarantee or a 12 month guarantee which ever is the longest provided that the Goods have been accepted and paid for. (2a) The company does not guarantee any goods for normal wear and tear, misuse, poor fitting or visable defects that could are noticable prior to being used. (3) In order to exercise its rights under this Condition the Buyer shall inform the Company within seven days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Company’s written request return the defective Goods carriage paid to the Company’s Premises. (4) Nothing herein shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts omissions negligence or default of the Buyer its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Company’s to storage and handling of the Goods and or failure of the buyer its agents the buyers customer or end user or any third party not to install or use the goods according to the company's instructions and specifically but not exclusively the company's fitting and maintainance instructions. (5) Where the Goods are for Delivery by phases any defect in any individual item or phase shall not be a ground for cancellation of the phases and the Buyer shall be bound to accept Delivery thereof. (6) Nothing herein shall have the effect of excluding or restricting the liability of the Company for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom statute. (7) In the sole respect of composite doors, the following apply (a) is guaranteed not to distort exceeding 4mm in warp or twist, (b) this guarantee is only valid if the door has been installed and used in accordance with our installation and maintainance instructions (c) attachment of additional accessories will negate this warranty unless approved in writing by The Company.

BUYER’S DRAWINGS. 13.
The Company shall not be liable for imperfect work caused by any inaccuracies in any drawing bills of quantities or specifications supplied by the Buyer.

CONSEQUENTIAL LOSS. 14.
The Company shall not be liable for any costs claims or damages or expenses arising out of any tortuous act or omission or any breach of Contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits income production or accruals or by reference to accruals of such costs claims damages or expenses on a time basis, this also expressly excludes the company being liable for any additional costs endured or calculated by the customer and or its agents or any third party for the following, target dates, transportation, storage, maintenance, site visits, installation and or reinstallation.

DEFAULT OR INSOLVENCY OF BUYER. 15.
If the Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyers property or assets or if the Buyer shall make or offer to make any arrangement or composition with his creditors or commit any act of bankruptcy or of any bankruptcy petition be presented against him or (this Buyer is a company) if any resolution or petition to wind up such company shall be passed or presented or if a receiver administrative receiver or administrator of the whole or any part of such company’s undertaking property or assets shall be appointed the Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every contract between the company and the Buyer or may (without prejudice to the Company’s right subsequently to determine the Contract for the same cause should if so decide) by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be redeemed.

LIMITATION OF LIABILITY. 16.
The liability of the Company to the Buyer for any loss or damage of whatsoever nature and however caused shall be limited to and in no circumstances shall exceed the price of the Goods.

REPRESENTATIONS. 17.
No Statement description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge vary or override in any way any of these Conditions.

FORCE MAJEURE. 18.
The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing obtaining or delivering the Goods by normal route or by means of delivery through any circumstances beyond its control including but not limited to strikes lock-outs accidents war fire reduction in or unavailability of power at manufacturing plant breakdown of plant or machinery or shortage or unavailability or raw materials from normal sources of supply.

CANCELLATION. 19.
Save as provided in Conditions 15 and 18 hereof contracts may not be cancelled except by agreement in writing of both parties and upon the payment to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.

SUB-CONTRACTING. 20.
The Company may assign the Contract with the Buyer or sub-contract the whole or any part thereof to any person firm of company.

HEADINGS. 21.
The headings in these Conditions are intended for reference only and shall not affect their construction.

PROPER LAW. 22.
The Contract shall in all respects be governed by English Law and deemed to have been made in England and the Company agrees to submit to the non-exclusive jurisdiction of the English Courts.