- These terms and conditions apply to every contract entered into by Roberts Mart & Co. Limited (“the Seller”) for the supply or sale by the Seller of goods and services and apply in place of and override any terms & conditions referred to by the Buyer whether in negotiations or otherwise. In these Terms and Conditions “the Buyer” means the person, firm or company purchasing the goods and “the Goods” means the goods materials or services (including any instalment of the goods materials or services) the subject of the contract between the Seller and the Buyer.
- No stipulation or representation made or attempted to be made at any time by either party to the contract or by any person on behalf of either such party shall be held to vary, modify or contradict these terms and conditions in any way whatsoever. No variation in these terms and conditions shall be valid unless made in writing under the hand of the Managing Director of the Seller.
- (a)The price to be paid for the Goods will be the Seller’s current price ruling at the date of delivery of the Goods whether or not that date be stated in the contract (the price is exclusive of Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller) but the Seller shall inform the Buyer in writing of any increase in price after the date of the contract and in that event the Buyer may give notice in writing within seven days of the posting of such information by the Seller to cancel any undelivered balance of the Goods which at the date of receipt of the notice by the Seller is not prepared or in the course of preparation.
(b) Terms of payment are 30 days following the end of the month of the date of invoice. The Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The price is to be paid without any deduction, set-off or counterclaim. Time for payment of the price shall be of the essence of the contract. Payment is not to be delayed by the Buyer’s own inspection arrangements. Where the Goods are delivered by instalments payment for one instalment is not to be withheld by reason of query on any other instalment. Where payment is overdue in respect of some goods payment in respect of all goods supplied to that Buyer shall immediately become due and payable and enforceable by action.
(c) Interest at the rate of four per cent per annum above the Official Dealing Rate of the Bank of England will be charged by the Seller on overdue payments and shall be payable by the Buyer from the date upon which any payment becomes due until actual payment is received by the Seller.
(d) In the event of the Buyer making a voluntary arrangement with creditors or becoming bankrupt or subject to an administrative order or going into liquidation or a receiver being appointed or if the Buyer ceases, or threatens to cease, to carry on business the price shall become immediately due and payable notwithstanding any agreement or arrangement to the contrary.
- (a) If the Buyer alleges any damage to or shortage in quantity of the Goods he must do so in writing within seven days after delivery thereof and the Seller will not be liable for any such damage or shortages if complaint shall be made after this period.
(b) If the Buyer alleges any defect in quality of the Goods or if the Goods shall be found to be not in accordance with the terms of this contract and if the Seller shall after it has had a reasonable time to investigate accept that this is the case the Seller shall have the option of replacing the Goods without charge to the Buyer or requiring the return of the Goods and refunding any sums paid by the Buyer and the Buyer’s rights shall be limited to replacement of the Goods or refund of any sum so paid.
(c) The Seller shall in no circumstances be liable for consequential loss, loss of profit or goodwill or damage of whatsoever nature arising from defects in the Goods supplied unless the Buyer shall have made known to the Seller in writing the purpose and intended use of the Goods and the conditions of such purpose and use prior to the date of the contract. In such event the Seller shall only be liable to the Buyer for a sum not exceeding the contractual sum payable for the Goods or if the Goods are to be delivered in instalments for such instalment of the Goods except in respect of death or personal injury resulting from the negligence of the Seller or its servants or agents. If the Buyer shall require the Seller’s liability under this paragraph to be increased it shall prior to entering into the contract with the Seller so notify the Seller in writing whereupon the Seller will confirm in writing its willingness or otherwise to enter into the contract and any revision of or addition to the contract sum.
- If the Goods shall be lost or damaged in transit or if the Buyer shall receive any notification indicating the probability of such loss or damage the Buyer shall give immediate notice in writing to the Seller and to any carriers concerned and shall take prompt and reasonable measures to establish the responsibility for any such loss or damage and generally to safeguard the interests of the Buyer and the Seller.
- Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Seller shall be under no obligation under section 32(2) of the Sale of Goods Act 1979.
- Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Seller in writing.
- If the Buyer fails to take delivery of the Goods the Seller may in addition to any other right or remedy store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage or sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price under the contract.
- Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
- (a) Every endeavour will be made to deliver the correct quantity ordered but quotations are conditional upon a margin of :-
Quantity Ordered Permitted Variation (plain) Permitted Variation (Ptd. Film)
Over 1 Tonne 10% 20%
500 to 999kgs 15% 30%
350 to 499kgs 25% 35%
Less than 350kgs 35% 40%
being allowed for over make or shortage the same to be charged for or deducted. Thickness given is calculated plus or minus ten per cent. Size given is calculated at plus or minus five per cent. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure, which is so slight that it would be unreasonable for him to reject them.
(b) Suitability and fitness for purpose of the Goods for any specific purpose is not guaranteed by the Seller unless the Buyer has made known to the Seller in writing the purpose and intended use of the Goods and the conditions of such purpose and use prior to the date of the contract.
(c) The property in any rejected Goods shall revert to the Seller.
(d) All products are manufactured to tolerances as specified in BS6642 and the PIFA Voluntary Standards 1/74, 2/74, 3/79, 4/80, 5/81, 6/83a, 7/86, 8/88, 9/88, 10/88, 11/88, and British Paper & Board Trade Custom issued by BPBIF.
(e) In the case of sale by sample the Goods are not sold as being in conformity with the samples even though samples may have been supplied by the Seller.
(f) Where the Buyer has specified that the Goods shall be of a certain colour or size such specification shall be subject to a reasonable commercial variation.
- (a) All preliminary work whether experimental or otherwise carried out at the Buyer’s request shall be charged in addition to the sums specified in this contract.
(b) A further charge may be made to cover any initial work involved where a copy supplied is not clear and legible.
(c) All sketches and origination work prepared by the Seller shall remain the property of the Seller unless specifically paid for by the Buyer.
(d) In the case of printed materials all alterations from the original copy on and after the first proof including alterations in style will be charged extra. No responsibility will be accepted for any errors in proof which have been accepted in writing by the Buyer.
- The risk in the Goods shall pass to the Buyer when the Seller notifies the Buyer that the Goods are available for collection (and for the purposes of this clause the delivery to the Buyer of an invoice for the Goods shall provide such notification) or on delivery of the Goods to the Buyer or his agents which ever shall be the earlier. Delivery shall be taken as occurring.
(a) Where the Goods are delivered by the Seller or its agents when the Goods or packages in which the Goods are contained are off loaded from the Seller’s or its agent’s vehicles.
(b) When the Goods are collected by the Buyer or his agent when the Goods or the packages in which they are contained are loaded onto the vehicle provided or used by the Buyer or by his agent.
- (a) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, the Goods shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price for the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
(b) The Seller may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
(c) Until such a time as the Buyer becomes the owner of the Goods he shall hold them as the Seller’s fiduciary agent and bailee and will store them on his premises separately from his own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller and the Buyer shall keep the Goods properly protected and insured.
(d) Until such time as the Buyer becomes the owner of the Goods he shall not be entitled to resell or use the Goods in his ordinary course of business
(e) If goods, the property of the Seller are mixed with the Goods the property of the Buyer or are processed with or incorporated therein the product shall become and/or shall be deemed to be the sole and exclusive property of the Seller.
(f) If goods the property of the Seller are mixed with goods the property of any person other than the Seller or are processed with or incorporated therein the product thereof shall become and/or shall be deemed to be owned in common by the Seller and that person in the proportion which the values of the respective goods bear to each other.
(g) The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) become due and payable forthwith.
(h) If the provisions of any sub-clause or sub-clauses of this clause are held to be invalid such invalidity shall not extend to the provisions of any other sub-clause hereof.
- The Seller reserves the right at its absolute discretion to sub-contract part or all of the subject matter of this contract.
- The Seller shall be under no liability or deemed to be in breach if it is prevented from or delayed or hindered in performing any of its obligations under the contract by reason of war, civil disturbance, riot, labour dispute, fire, accident, explosion, flood or any other cause (whether or not of the same nature as the foregoing) reasonably beyond the control of the Seller.
- This contract shall be governed by English Law and by the jurisdiction of the English Courts.