Micro Delta Packaging Ltd – General Conditions of Sale

‘the Company’ – Micro Delta Packaging Limited

‘the Buyer’ – the party to whom the Goods are supplied

‘the Goods’ – the items supplied by the Company

(a) The Company will supply the Goods only on these Conditions and all other terms conditions and warranties, whether expressed or implied, are hereby excluded.

(b) No variation in these Conditions shall be binding on the Company unless in writing signed on behalf of the Company.

(a)  are based upon the cost of materials and labour current at the date of the quotation

(b) exclude transport unless otherwise stated

(c)  are subject to these Conditions

(d) are valid for 30 days from the date thereof unless otherwise notified in writing by the Company.

(a) In the event of increase in the costs of the Company after the date of quotation due to matters beyond the Company’s control, the Company shall have the right to increase the price quoted whether before or after acceptance of the quotation.

(b) All prices quoted are net of Value Added Tax and all other taxes or duties.

The Company reserves the right to deliver a reasonable quantity less than or more than the quantity agreed to be supplied.  The quantity delivered shall be paid for on a pro rata basis and shall be deemed to satisfy the requirements of the contract for supply.  Where delivery is to be by instalments, then for the purposes of this clause, the instalments shall be aggregated.

Delivery Dates and cancellations

(a) Unless otherwise agreed in writing, delivery dates quoted or notified by the Company are estimates only and cannot be guaranteed.  The Company will use reasonable endeavours to comply with such dates but shall not be liable to the Buyer for any loss or damage sustained by the Buyer as a result of a failure to comply with such dates.

(b) cancellations to be made in writing at least 60 days before the confirmed delivery date.

(a)  Delivery of the Goods is not included unless otherwise stated in writing by the Company.

(b) Any method of delivery shall be at the Buyer’s expense and arranged by the Buyer unless otherwise agreed in writing beforehand by the Company.

(c)  Where the Goods are delivered on pallets the Buyer shall, if required by the Seller, return such pallets at the Buyer’s expense no later than one week after delivery of the goods.

(a)  in the event of partial loss or damage, notice in writing is delivered to the Company within 5 days of despatch.

(b) in the event of total loss, notice in writing is delivered to the Company within 5 days of despatch.

Save as aforesaid, the Company shall not be liable for any loss or damage to the Goods in transit.

If the Buyer has arranged transportation of the Goods, the Company will not be held responsible for any expense as a result of loss or damage to the Goods once the Goods have been    loaded by the Company at the Company’s premises.

Each part delivery or instalment of the Goods shall be deemed to be sold under a separate contract.

For all UK Customers, if goods are to be exported, please provide us with a copy of your Despatch Note

The risk in the Goods shall pass to the Buyer upon delivery of such goods:

(a)  when the Buyer agrees to collect the Goods and the Goods are made available for loading at the Company’s premises.

(b) if transportation has been agreed by the Company in writing beforehand, the risk will pass to the Buyer once the Goods have been delivered by the Company to the Buyer’s premises.

Irrespective of any provision in or signature of any delivery, advice or despatch documents.

Payment for the Goods shall be made to the Company within 30 days net monthly unless alternative terms have been agreed in writing by the Company beforehand. The Company shall be entitled to charge interest and recover from the Buyer on any amount overdue at an annual rate of 3% above Barclays Bank Base Rate until payment.

(a)  The property in the Goods shall remain vested in the Company, notwithstanding the provisions of Condition 10. However, notwithstanding delivery and the passing of risk in the goods, title and property in the goods, including full legal and beneficial ownership, shall not pass to the buyer until the seller has received in cash or cleared funds payment in full for all goods delivered to the buyer under this and all other contracts between the seller and the buyer for which payment of the full price of the goods thereunder has not been paid. Payment of the full price of the goods shall include the amount of any interest or other sum payable under the terms of this and all other contracts between the seller and the buyer under which the goods were delivered.

(b) The Buyer shall, if so, required by the Company, clearly mark or designate the Goods so that they remain readily identifiable as the property of the Company and shall store the same in a proper manner without charge to the Company:

If any of the events referred to in Condition 16 occur, the Company shall be entitled to recover any or all of the Goods in the Buyer’s possession to which the Company has title hereunder and for that purpose, the Company, its servants or agents may with such transport as is necessary enter upon any premises occupied by the Buyer or to which the buyer has access and where the Goods may then be situated:

(a)  Where it is established to the satisfaction of the Company that Goods contain at the time of receipt by the customer some defect in quality (not being a defect caused by some act or neglect of the Buyer or a third party) and the Goods are returned to the Company at the Buyer’s expense within 14 days of despatch.  The Company will at its own cost repair or replace the same (the choice being at the Company’s option).

(b) Save as aforesaid, the Company shall not be liable to the Buyer for any loss or damage whatsoever suffered as a result of a defect being in quality or the goods are not fit for a particular purpose and any implied term, condition or warranty statutory or otherwise whether as to the quality of the Goods sold or their fitness for any particular purpose or as to their correspondence with any description or sample is hereby excluded.

c) Without prejudice to the generality of the foregoing provisions, the Company shall not in any event be liable to the Buyer for any indirect or consequential loss, damage, or expense.

The Company shall not be liable for any loss or damage caused by delay in the performance, or by non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever which is beyond the Company’s reasonable control, including but not limited to, an Act of God, war, civil disturbance, requisitioning, governmental, parliamentary or municipal restrictions, prohibitions or enactment’s of any kind, import or export regulations, strikes, lockouts or trade disputes (whether involving its own employees or those of another person) difficulties in obtaining workmen or materials, breakdown of machinery, fire or other accident.  Should any such event occur, the Company may cancel or suspend this contract, without incurring any liability for any loss or damage thereby occasioned.

The Company shall have the right (without prejudice to the exercise of any other rights it may have against the Buyer) to terminate the contract upon:

(a)  Any breach by the Buyer of the contract or any other contract between the Buyer and the Company including a failure to pay in accordance with clause 11 hereof: or

(b) the Buyer entering into any composition or arrangement with or for the benefit of creditors or having a receiving order made against him or being a Company having a winding up petition presented or resolving to winding up or having an administrator, receiver or manager appointed over all or any part of its assets.

The proper law of the contract shall be English Law and the Courts of England and Wales shall have exclusive jurisdiction in any dispute or matter arising in connection therewith.