terms and conditions
Terms And Conditions
1. PRELIMINARY (a) in these conditions: (i) The Seller means Manton Commercial Services Limited, their ultimate holding company and any subsidiary. (ii) Goods means any paper, board, general stationery, office equipment, or other goods and services agreed to be sold by the Seller under any particular Contract. (iii) Contract means any contract for the sale of any paper, board, general stationery, office equipment, or other goods or services by the Seller to any person, including any firm or company (The Buyer). (b) All Contracts shall be governed by these Conditions and no alternation to these Conditions in respect of any Contract shall be binding on the Seller unless it is in writing and signed by a duly authorise representative of the Seller. 2. PAYMENT TERMS Payment for Goods shall be due with order or where a credit facility has been agreed, on or before the last day of the month following the month during which the invoice for such Goods is despatched. Where payment is not received by the due date the Seller reserves the right to charge interest on the sum outstanding calculated at the rate of two and one half percent above the base lending rate of The Royal Bank of Scotland PLC from time to time accruing from day to day from (but not including) the due date until (and including) the actual date of payment. Notwithstanding anything herein, the sum outstanding shall become immediately payable if the buyer makes default in payment of any sum due under any other contracts subsisting between the buyer and the seller. 3. QUOTATIONS All quotations and tenders are given by the Seller on condition that they do not constitute any offer of a Contract and that the Seller shall not be bound until he has communicated his acceptance of the Buyers order. In the event of any inconsistency between the terms of the Buyers order and these Conditions shall prevail unless the contrary has been agreed in writing by the Seller. 4. REPRESENTATIONS (a) The Seller shall not be bound by any oral warranty or representation given or made or purported to be given or made on its behalf unless it is confirmed in writing and signed by or on behalf of the Seller. (b) No guarantee or warranty is given that Goods of any description are fit for the Buyers purpose and the buyer must satisfy itself prior to entering into any Contract of their fitness for any purpose for which they are intended to be used. 5. PRICE (a) All prices are subject to market fluctuations. Accordingly, the price to be paid by the Buyer for any Goods shall be the Sellers price applicable at the date of despatch of such Goods. (b) All prices are exclusive of value added tax which shall be payable by the Buyer at the rate applicable from time to time. (c) Payment shall be due and the Seller shall be entitled to sue therefore whether or not property in Goods has passed by virtue of Condition 8. 6. TERMINATION The Seller shall have the right (without affecting any other claim, right or remedy against the Buyer) to terminate with immediate effect in any Contract or to suspend delivery in any of the following events. (a) If any sum owning by the Buyer to the Seller is overdue, whether under the same or any other Contract; (b) If the Buyer is in breach of any term of the same or any other Contract; (c) If the Buyer decides to enter into any composition or arrangement with or for the benefit of its creditors; or commits any act of bankruptcy ; or receives any notice that a petition to wind it up is to be or has been presented or any notice of the convening of any meeting of the Buyer at which a resolution is to be proposed to wind up the Buyer (save the purpose of re-organisation or reconstruction) or any notice that a Receiver or Manager is to be or has been appointed of its assets. 7. DELIVERY, PROPERTY AND RISK (a) Subject to any agreement to the contrary in the Contract the Buyer shall be bound to accept delivery of Goods at its own premises when they are ready for delivery by the Seller. (b) The Seller shall not incur any liability or obligation to the Buyer in respect of any failure to deliver or delay in delivery. (c) The risk in Goods shall pass to the Buyer when they are delivered to the Buyer or some other person on its behalf in accordance with its instructions. (d) Property in Goods will pass to the Buyer only when payment in full for such Goods (including any interest payable pursuant to Condition 3) has been received by the Seller. 8. SUPPLEMENTAL PROPERTY PROVISIONS (a) Until the occurrence of any of the events specified in Condition 7 the buyer shall be entitled to: (i) subject Goods to any process, addition or treatment in the ordinary course of its business, provided that property in such Goods as so processed added to or treated (mixed Goods) shall remain with the Seller until all sums owning from the Buyer to the Seller in respect of such Goods shall have been paid or until there has been a bona fide sale for value to a third party, whichever shall first occur, and (ii) sell Goods and any admixed Goods pass the property in the same to third parties in the normal course of business. (b) In the event of any sale or disposition of Goods or admixed Goods by the Buyer before payment for such Goods or admixed Goods has been made to the Seller, the Seller shall be entitled by notice in writing to the Buyer to require that the Buyer shall hold on trust for the Seller. (i) (if such Goods have not been subjected to any process, mixed with or incorporated in or transformed into other Goods) the whole of the proceeds of sale or disposition; and/or (ii) (if such Goods have been subjected to any process, mixed with or incorporated in or transformed into other Goods) the proportion of the proceeds of sale which is equal to the price of such goods under the Contract for their sale to the Buyer until payment in full for such Goods has been received by the Seller. (a) Following the happening of any event specified in Condition 7: (i) the Buyer shall thereafter have no authority to subject the Sellers Goods to any process, addition, or treatment and/or to sell any of the Sellers Goods or admixed Goods, described in Condition 9. (b) (ii); and (iii) the Seller by its employees or agents shall be entitled to enter upon or into any land, buildings, or vehicles of the Buyer to re-take possession of any Goods and any admixed Goods which remain its property. (d) The Buyer shall notify the Seller forthwith of the happening of any events referred to in Condition 7 (c) 9. WARRANTY AND CLAIMS (a) All conditions and warranties whether express or implied by statue or otherwise shall be construed subject to these Conditions and insofar as they are inconsistent therewith shall be excluded. (b) The Seller warrants only that Goods are reasonably free from defects in material or workmanship on their delivery and if stored under conditions which are reasonable will remain so for a period of one year from the date of delivery (the Warranty Period). (c) It shall be the duty of the Buyer, before using any Goods and before parting with possession of the same to test and examine such Goods in every respect. (d) Any complaint of short delivery must be notified to the Seller within 24 hours of receipt of Goods and confirmed in writing at that time buy the Buyer to the Seller. Any complaint of failure to deliver Goods invoiced must be so notified and confirmed within ten days of the date of the invoice. (e) Claims in respect of any alleged damage to or defect Goods delivered must (i) if the defect would have been revealed by normal examination of the outturn sheets, or by reasonable examination of such Goods on arrival, be made in writing within 2 days after delivery, or (ii) if related to the transport of such Goods, be made within such a time as will enable the Seller to comply with the time limits and procedures of any carriers by whom such Goods were transported, or (iii) otherwise be made within the Warranty Period and within 2 days of any such damage or defect becoming apparent. (f) If the Buyer shall make any complaint within the time stipulated the Seller shall, after it has had a reasonable time to investigate the same and examine the Goods in dispute and if the Goods are defective, at its option; (i) replace the Goods, or (ii) accept the return of the Goods and credit the Buyer with the price thereof, or (iii) make to the Buyer an allowance representing the difference between the value of the Goods at the time of the complaint by the Buyer and the value they would have had if they had not been so defective (provided the Buyer shall still be liable to pay the balance not in dispute according to normal terms). (g) Other than as permitted by the Seller pursuant to Condition 10 (f) Goods shall not be returned by the Buyer to the Seller without prior agreement, when the Seller reserves the right to charge 20 per cent of the invoice value of five pounds (whichever is greater) for handling costs. 10. LIMITATIONS OF Sellers LIABILITY Save for liability for death or personal injury arising from the Sellers negligence (which is not excluded) the Sellers obligation to replace Goods or to provide credit, or to make any allowance, as set out in Condition 10 shall constitute the full extent of Sellers liability in respect of any loss or damage sustained by the Buyer whether caused by any breach of any Contract or by misrepresentation or by the negligence of the Seller, its employees or agents or arising from any other cause whatsoever and the Seller shall not be liable for any consequential, economic, direct or indirect loss suffered by the Buyer arising therefrom. 11. FORCE MAJEURE, ETC. If the Seller is hindered or prevented from performing any contract owning to any Act of God, war, strike, government regulation or order; national emergency, lockout, fire, flood, drought, tempest or any other cause (whether or not of a like nature) beyond the control of the Seller or owning to any inability by the Seller to procure materials or articles required for the performance of the Contract the Seller may at its sole option delay the performance of or such delay or cancellation or any inability to deliver caused by any such contingency. 12. WAIVER No failure, delay, or indulgence by the Seller to enforce any of the terms of any Contract shall operate as a waiver thereof or shall prejudice, affect, or restrict the rights and powers of the Seller thereunder, nor shall any waiver or any breach of default of or under any of the provisions of any Contract operate as a waiver of any other breach or fault. 13. PROPER LAW Every Contract shall be subject to English Law. The Buyer submits to the nonexclusive jurisdiction of the English Courts for the determination of any question or dispute, howsoever arising, between the Seller and the Buyer. 14. HEADINGS The Headings contained in these Conditions are for convenience only and shall not affect the interpretation hereof.