Wholesale Distributors of Plastic Bottles, Caps, Jars & Accessories
DEFINITIONS AND INTERPRETATION
- 1.1 In these terms and conditions (Conditions), the following terms shall have the following meanings:Company means GJD Solutions Limited (company number 07515596) t/a The Plastic Bottles Company;Customer means the customer as set out in the Order;Contract means the contract agreed for the sale of Goods by the Company to the Customer comprising of an Order and these Conditions of Sale;Goods means the goods set out in the Order forming the subject of the Contract;Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, computer software, data base rights, rights to use and protect the confidentiality of Confidential Information including know how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extension of, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;Order means confirmation of the order requested by the Customer which is provided by the Company in writing, usually in the form of an invoice, detailing the Goods and price of the Goods to be provided;
- 1.2 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
- 1.3 the headings are for ease of reference only and shall not affect construction or interpretation;
- 1.4 any phrase introduced by the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
- 1.5 reference to in writing and written shall include by email.
- 2.1 These Conditions apply to the supply of Goods by the Company to the Customer.
- 2.2 Any Contract between the Company and a Customer for the supply of goods by the Company shall automatically incorporate these conditions, which shall prevail over any other terms or conditions which the Customer seeks to impose or incorporate, or which are howsoever implied. In the event of a conflict between these Conditions and the Order, the Order shall prevail.
- 2.3 Any waiver of any condition at any time by the Company for any purpose, shall be for the purpose of that particular transaction alone. All other conditions shall remain in force. Such a waiver shall only have effect if it is put in writing and signed by a Director of the Company or a duly authorised deputy.
- 2.4 Quotations prepared by the Company shall not constitute an offer and shall, unless otherwise stated, only be valid for a period of 30 days from the date of the quotation.
- 2.5 No order placed by a Customer in response to a quotation from the Company, shall be binding on the Company unless accepted by the Company in writing. Where an order is placed by telephone, the Contract shall become binding upon the earlier of the Company receiving payment from the Customer and the Company confirming the request for Goods in an Order.
- 2.6 The Contract shall be formed once the Company has confirmed acceptance of an Order in writing and once formed, will be binding on the Customer.
- 2.7 All descriptions or illustrations contained in the Company’s brochures or other documents are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and the Company shall not be held liable for any inaccuracy in any such document or for the suitability of the Goods for the Customer.
QUOTATIONS PRICES AND PAYMENT
- 3.1 The Prices for the Goods shall be as set out in the Order and are for the quantity stipulated only. Prices are quoted on an Ex-Works basis (Incoterms 2015) unless otherwise stated, and are exclusive of all taxes, duties and other costs which shall be paid by the Customer when it pays for the Goods or at such other time as may be indicated in the Order or agreed by the parties in writing or in the case of VAT, following receipt of a valid VAT invoice from the Company
- 3.2 Prices quoted for the sale of goods outside the United Kingdom are quoted in UK Sterling. The rate of exchange with any foreign currency will be at the rate prevailing in the UK on the date of invoice for the Goods.
- 3.3 The Company will not be responsible for any taxes, levies or duties which arise from the importation of Goods produced by the Company, into any country outside the United Kingdom.
- 3.4 The Company shall invoice the Customer in respect of the Goods on or at any time after making or tendering delivery and in the case of any costs referred to herein for which the Customer is responsible, upon such costs being incurred.
- 3.5 The Customer shall pay each invoice submitted by the Company in accordance with clause 3.4 to the Company upon receipt of the invoice unless otherwise stated in the Order.
- 3.6 If the Order includes any commitment upon the Customer to order any minimum volume of Goods from the Company or make any minimum amount of payment to the Company during any specified period, the Customer shall comply with such commitments and the Company may invoice the Customer at the end of the period to which the minimum volume relates for any shortfall in the amounts received by the Company from the Customer in the event that the Customer fails to comply with any such commitments.
- 3.7 If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then, without limiting the Company’s other rights and remedies:
- 3.7.1 the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time which shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement; and/or
- 3.7.2 the Company may suspend the supply of further deliveries of Goods under the Contract or any other contract between the Parties until such time as payment of the overdue amount together with any interest payable in accordance with clause 3.7.1 is received in full.
- 3.8 In the event of a dispute with regard to an invoice, the undisputed portion shall be paid by the Customer in accordance with clause 3.5. Upon resolution of the disputed portion, any amounts owed to the Company shall be paid with interest at the rate set out in clause 3.7.1 above accruing from the date such amounts were originally due.
CANCELLATION OF ORDERS
- 4.1 Acceptance by the Company of any cancellation of a Contract or Order by the Customer shall be subject to the Customer being held liable for any losses or costs (including loss of profit) incurred or suffered by the Company including those incurred in the manufacture, storage and/or disposal of those Goods.
TITLE TO THE GOODS
- 5.1 Title to the Goods and any associated items shall remain with the Company, and shall not pass to the Customer until the Company has received the full amount shown on the invoice(s).
- 5.2 Until title passes, the Customer or his agent, shall hold the goods as bailee for the Company, and shall securely store and insure the Goods so as to ensure that there is no deterioration in the condition of the Goods and that the Goods are not mixed with other Goods and are identifiable as belonging to the Company, and that the Company will be reimbursed the full invoice value of the Goods in the event of loss or damage.
- 5.3 The Company shall have the right at any time before title passes, to repossess all or part of the Goods and to that end, the Customer shall grant or shall procure a right of access to the Company to the Goods wherever they are stored including any sub-contractor’s premises.
- 5.4 The Company shall be entitled to maintain an action for the price of any Goods delivered to the Customer but not paid for, notwithstanding that title in them has not passed to the Customer.
- 5.5 Upon resale of the Goods by the Customer to a third party, the Company shall not be bound by any condition, warranty, term statement or representation of any kind given by the Customer to the third party, nor shall the Company be liable for any claim against the Company or the Customer, in respect of which the Customer shall keep the Company fully indemnified.
RISK, DELIVERY AND PERFORMANCE
- 6.1 Risk of loss of or damage to the Goods shall pass to the Customer on delivery of the Goods to the Customer, its agent or carrier.
- 6.2 Delivery, which may be by instalments, will be deemed to have taken place when the Goods arrive (prior to having been unloaded) at the place instructed by the Customer. In the case of goods being sold Ex Works, delivery will be at the time of collection by the Customer or its agent or carrier.
- 6.3 Claims by the Customer, for damage in transit, shortages, loss of Goods or non-conformity, will only be considered if notified to the Company within 7 working days following delivery. If no such notice is received, the Goods will be deemed to have been accepted as conforming to the Contract and duly delivered.
- 6.4 Unless otherwise expressly provided in writing by the Company, delivery of a shortage or a surplus not exceeding 5 percent and charged pro rata will be deemed due execution of the Contract or relevant part thereof by the Company. The Customer shall immediately following delivery, inform the Company of any variation, and if the Company does not receive such information within 7 working days of the delivery, the Customer shall not be entitled to make a claim for such a variation.
- 6.5 Whilst the Company shall use reasonable endeavours to deliver the Goods on the dates specified in an Order, such dates are estimates only and shall not be considered of the essence of the Contract. Delivery dates and times are dependent upon suppliers and the Customer providing the Company with such materials, information and facilities as the Company requires to perform the Contract. The Company shall not be liable for any damage or loss arising directly or indirectly, or for any delay in delivery whether in respect of the whole or part of the Goods ordered arising from any act or omission by the Customer or its agents or carriers.
- 6.6 If the Customer fails to take delivery of the Goods or any part of them on the due date, and fails to provide any instructions, document consents or authorisations to enable the Goods to be delivered on the due date, the Company shall be entitled upon the giving of written notice, to arrange storage of the Goods at the Customers risk and cost. Upon such an arrangement being made, delivery will have been deemed to have been made and the Customer shall pay to the Company, all costs and expenses including storage and insurance charges arising. The Company shall not be liable for any deterioration or contamination of the Goods held in storage as described above.
DESCRIPTIONS, REPRESENTATIONS ETC.
- 7.1 Unless otherwise specifically stated in writing, all statements as to weights, capacity, strength, details of designs, texture and constitution of materials, colour descriptions, performance, delivery dates and the like, are approximations and form no part of the Contract between the Company and the Customer. Goods supplied are subject to reasonable manufacturing variation and tolerances. If the Customer relies on statements or representations made by the Company, it shall notify the Company, in writing before commencement of manufacture of the Goods. Such notification must be acknowledged or challenged in writing by the Company. Absence of such acknowledgement shall render the Company not liable for any effect of an inaccuracy.
INTELLECTUAL PROPERTY RIGHTS
- 8.1 The Intellectual Property Rights in all moulds, tools designs, models, sketches, proposal documents, specifications, drawings, and literature relating to the Goods shall be owned by the Company. In the event of non-use of aforesaid items for a period of two years, the Company will have the right to dispose of them without incurring any penalty.
COMPATIBILITY & SUITABILITY OF GOODS
- 9.1 The Customer shall satisfy itself as to the suitability of the use of any particular raw material, polymer or component used by the Company in the manufacture or production of the Goods, having regard to the intended use and end consumer of the Goods. In particular, the Customer must satisfy itself as to the compatibility of the Goods with intended content and/or any process which the Goods are to be used in by the Customer or any third party. The Company shall provide such samples of the Goods or raw materials that may reasonably be required by the Customer to establish compatibility with the intended use of the Goods.
- 9.2 Each product sold is manufactured from an internationally and commonly known material such as PET, HDPE, PP, Aluminium, etc. The customer is liable for testing the compatibility of the filled product with the selected product purchased. We accept no liability for any loss or damages from Users selecting incompatible packaging to suit their product. Samples can be provided upon request.
- 9.3 To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to the Product. Should the product prove to have been manufactured faulty then our liability extends on to the cost of the replacement of the faulty product.
LIMITATION OF LIABILITY
- 10.1 Nothing in the Contract shall limit or exclude the Company’s liability for death or personal injury caused by its negligence or the negligence of its representatives or for fraud or fraudulent misrepresentation or any other liability which cannot be limited or excluded by applicable law.
- 10.2 Subject to clause 10.1:
- 10.2.1 the Company shall not be liable for any defect arising from any design or specification provided or made by the Customer or its agents;
- 10.2.2 the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for: loss of profit, loss of contracts or business, loss of anticipated savings, loss of or damage to goodwill, loss of or interrupted use or corruption of software, data or information, or any indirect or consequential loss or damages; and
- 10.2.3 the Company’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, shall be limited to the total price paid by the Customer to the Company under the Order to which the loss relates.
- 10.3 Each party acknowledges that it has not relied on, and subject to clause 10.1 will have no remedies (whether in equity, contract, tort (including negligence), for breach of statutory duty, for misrepresentation (including negligent misstatement), or in any other way) for any warranty, assurance, guarantee or representation which is not expressly set out in the Contract.
- 11.1 The Customer shall ensure that any person who purchases the Goods from it, shall be provided with all written information, design, specification and instructions known in connection with the Goods and their use. A similar obligation must be placed on any third party purchasing the Goods from the Customer in relation to his customers. The Company shall not be liable for any loss or damage arising from any failure by any party purchasing the Goods to comply with this obligation.
- 12.1 The Company shall not be in breach of the Contract, nor liable for any failure to perform or any delay in the performance of any of its obligations under the Contract if and to the extent that such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control (including acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour dispute (whether or not relating to the Company’s workforce), restraints or delays affecting carriers or suppliers) (each a Force Majeure Event).
- 12.2 If a Force Majeure Event prevents the Company from providing any of the Goods for more than 90 days in aggregate, the Customer shall have the right to terminate the Contract immediately by giving notice to the Company.
- 13.1 Each of the Parties agrees to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (including the Bribery Act 2010). The Customer shall not engage in any activity, practice or conduct which constitutes an offence under the Bribery Act 2010 or which would do if such activity practice or conduct had been carried out in the United Kingdom.
- 13.2 The Customer shall not, without the prior written consent of the Company, assign or otherwise transfer all, or any of its rights, obligations or liabilities under or in connection with the Contract.
- 13.3 Any notice given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause.
- 13.4 No variation of the Contract or any Order shall be valid unless it is in writing and signed by the Company.
- 13.5 No failure or delay by either party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy shall only be effective if it is in writing and signed by the party giving the waiver.
- 13.6 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- 13.7 The Contract constitutes the entire agreement and understanding between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- 13.8 Nothing in the Contract shall be construed as creating a partnership, a joint venture, or the relationship of principal and agent between the parties and neither party shall have authority to act as agent for, or to bind the other Party in any way.
- 13.9 No person who is not a party to the Contract shall have any rights to enforce any of its terms.
- 13.10 The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by English Law.
- 13.11 Each party irrevocably agrees that the courts of England shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
© The Plastic Bottles Company 2018 - 2019. All rights reserved.
GJD Solutions Limited t/a The Plastic Bottles Company, Unit 1F Cross Lane, Ulverston, Cumbria, LA12 9DQ. Registration: 07515596.