Terms & Conditions

1. INTERPRETATION

 

1.1 In these conditions:

“Buyer” means the person(s) or company whose order for the goods is accepted by the Seller. “Delivery Point” means the place pursuant to clause 4. “Goods” means any goods which the Seller is to supply to the Buyer (including any of them or part of them). “Seller” means PLANTOPIA ECO PULP LTD (Company number: 14046889). “Conditions” means the terms and conditions of sale, set out in this document. “Contract” means the contract between the Seller and the Buyer for the sale and purchase of goods.

 

1.2 Any reference in the Conditions to any provision of a statute or a statutory instrument shall (unless otherwise specified) be construed as a reference to that provision as amended, re-enacted or extended from time to time.

 

1.3 Any reference in these Conditions to the neuter shall include the masculine and the feminine and to the singular shall include the plural unless the context requires otherwise.

 

1.4 The headings in these Conditions are for the convenience only and shall not affect their interpretation.

 

 

2. FORMATION

 

2.1 The Terms of this Contract govern the relationship between the parties to the exclusion of all other terms and conditions expressed or implied (including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order, or similar document) to the extent allowed by law. The Buyer acknowledges that no one other than a Director of the Seller is authorised to accept any other terms of business and the return by anyone other than a Director or any form of acceptance or similar form is therefore not binding.

 

2.2 All orders placed by the Buyer shall be deemed to be an offer by the Buyer to purchase Goods subject to these.

 

2.3 Any purported variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Seller.

 

2.4 Any order placed by the Buyer shall only be capable of being accepted by the Seller by means of a written acknowledgement of order issued by the Seller.

 

2.5 The Seller shall have power to vary/withdraw a quotation at anytime in its sole discretion.

 

2.6 The Buyer hereby warrants that any specification contained in any offer made by it is true, accurate, and complete in all respects.

 

2.7 The Buyer shall indemnify the Seller in full against all losses (including loss of profit), costs, damages, charges, and expenses incurred by the Seller if it cancels any order accepted by the Seller.

 

 

3. DESCRIPTION

 

The Buyer acknowledges that:

 

3.1 This Contract is not a Contract for sale of the goods by description, and:

 

3.2 All descriptive matter, specifications, colourations, and advertising issued by the Seller and any descriptions, colours, or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They do not form part of this Contract.

 

 

4. DELIVERY

 

4.1 Delivery shall be made in one of the following ways:

1. If on the form of acknowledgement, the Seller has stated that the Delivery Point shall be “ex works”, the Buyer shall collect the Goods from the Seller’s premises within twenty-four hours of receiving notice that the Goods are ready for delivery.

2. If the Seller agrees, the Goods shall be delivered to an address within mainland UK nominated by the Buyer.

3. If the Seller agrees, the Goods shall be delivered to such other address as shall be nominated by the Buyer.

 

4.2 Delivery pursuant to clause 4 (i) shall be deemed to have taken place either when they are collected by or on behalf of the Buyer, or if earlier than twenty-four hours after the Seller has notified the Buyer that the Goods are ready to be collected from the Seller. If delivery is to be made pursuant to clauses 4 (ii) or 4 (iii) the Goods shall be delivered by such means as the Seller thinks fit and appropriate. Any carrier selected by the Seller shall be deemed to be the Buyer’s agent and delivery will be deemed to have taken place on collection of the Goods by the carrier, provided that nothing in this clause shall act to prevent the Seller’s lien operating either under the terms of these conditions or otherwise.

 

4.3 Unless otherwise specified by the Buyer and agreed by the Seller, delivery of the Goods may be made at any time of day and night, on any day of the week.

 

4.4 If at any time the Buyer fails to provide any instructions, documents, licences, or authorisations required to enable the Goods to be delivered, then the Goods shall be deemed to have been delivered eighteen hours after the Seller has notified the Buyer of such failure provided that the Buyer has not rectified that failure before the end of the eighteen hour period.

 

4.5 The Seller reserves the right (without prejudice to any of its other rights) to store, or arrange for the storage of the Goods, until actual delivery, or the sale of the Goods to a third party in accordance with clause 4.6. The Buyer agrees to pay all costs of storage and any other related costs and expenses (including insurance)

 

4.6 The Seller may at any time, eighteen hours after notifying the Buyer that he intends to do so, sell any of the Goods at the best price reasonably obtainable in the circumstances. The Buyer agrees that the Seller shall deduct all amounts payable by the Buyer to the Seller from any sale proceeds. The Buyer also agrees that any costs of the sale or any costs associated with the sale shall be deemed sums payable by the Buyer to the Seller. In the event of any shortfall, the Buyer agrees forthwith to pay the Seller an amount equal to the shortfall. The Seller agrees to pay the Buyer any excess obtained from the sale of the Goods over the amount payable by the Buyer to the Seller.

 

4.7 The Buyer shall be responsible for obtaining all Import/Export Licences (or equivalent authorisations) necessary to enable the Seller to deliver the Goods. In addition, the Buyer shall be liable for the payment of all import or other duties.

 

4.8 The Seller my agree to vary the Delivery Point at the Buyer’s request, but if it does so, the Buyer shall pay all additional transportation and other costs incurred by the Seller as a result of the variation costs. If the Buyer requires delivery to be made to a Delivery outside Mainland UK, the provision of this Clause 4 shall apply in respect of the new Delivery Point.

4.9 For the purposes of clauses 4.1.i, 4.1.ii, 4.1.iii, time shall not run in respect of Saturday, Sunday, and Bank and other Public Holidays.

 

 

5 NON-DELIVERY

 

5.1 The quantities of any consignment of Goods recorded by the Seller on despatch from the Seller shall be deemed conclusive evidence of the quantity received by the Buyer, unless the Buyer can provide physical evidence proving the contrary.

 

5.2 In any event the Seller shall not be liable for any non-delivery of Goods unless written notice is given to the Seller within 3 working days of the date of delivery.

 

5.3 Any liability of the Seller for any non-delivery of the Goods under clause 5.2 shall be limited to replacing the goods within a reasonable time or issuing a credit note for the Goods which are not delivered against any invoice raised for such Goods.

 

5.4 A qualified signature on a carrier’s delivery note shall not be written Notice to the Seller for the purpose of this clause.

 

5.5 The Buyer acknowledges that the Goods are usually sold and delivered in quantities designated in units of pallets and further acknowledges that as the Configuration of Goods may change from time to time, the quantity of Goods contained in a pallet may vary up to 5%. The Buyer agrees that any order placed will be delivered in the nearest quantity contained in a delivery of complete pallets to the quantity ordered and to pay the appropriate pro rata price for the Goods as if the quantity delivered was the quantity ordered.

 

 

6 RISK/TITLE

 

6.1 Risk of damage to, or loss of Goods shall pass to the Buyer at the time of delivery or deemed delivery to the Buyer or its gent and subject to any risk of deterioration in the Goods necessarily incident in the course of transit.

 

6.2 The property in the goods (both legal and equitable) shall not pass to the Buyer until the Seller has received in full (cash or cleared funds).

        6.2.1 the price for the Goods, plus all carriage, insurance duties and value added tax payable in connection with the Goods and their delivery, and

        6.2.2 all other sums (whether payable under the Contract or not) which are or will afterwards become due or owing from the Buyer to the Seller.

 

6.3 Until the property in the Goods has passed to the Buyer, the Buyer shall:

        6.3.1 Hold the Goods on a fiduciary basis as the Seller’s bailee.

        6.3.2 Store the Goods (at no cost to the Seller) separately from all other goods at the Buyer or third parties, and

        6.3.3 Keep the Goods insured on the Seller’s behalf for the full price of the Goods against “all risks”.

 

6.4 At any time before the property in the Goods has passed to the Buyer, the Seller may by written notice end the Buyer’s right to use the Goods and the Buyer shall immediately return the Goods to the Seller (at the Buyer’s cost). After giving such notice the Buyer shall no longer be in possession of the Goods with the Consent of the Seller, and the Seller and/or its Representative(s) may enter any premises where the Goods are or are reasonably believed to be and remove the Goods.

 

6.5 Nothing in this clause shall change the Buyer’s obligation to pay for the Goods.

 

6.6 Before the property in the Goods has passed the Buyer, it may use or sell the Goods (to a third party on an arm’s length basis), but this does not make the Buyer the agent of the Seller for any such sale and no contractual rights will be acquired by such third party against the Seller.

 

 

7 PRICE

 

7.1 The price for the Goods shall be the price set out in the Seller’s acknowledgement of order.

 

7.2 The price for the Goods is exclusive of any value added tax or any other applicable tax or duty (including  any import duty) which the Buyer shall pay in addition when it is due to pay for the Goods,

 

 

8 PAYMENT

 

8.1 The Seller will invoice the Buyer for the Goods at any time after the Goods have been delivered or have been deemed to be delivered under the terms of this Agreement.

 

8.2 Payment is due no later than the 28th day of the month following the month in which the Goods are delivered or deemed to be delivered whether the Delivery Point is in Mainland UK, except that payment is due within 14 days of the date of invoice in the case of Goods for which the Delivery Point is outside Mainland UK unless otherwise agreed in writing by the Seller.

 

8.3 Time for payment shall be of the essence.

 

8.4 No payment shall be deemed to have been received until the Seller has received cleared funds. In the case of Goods for export, payment may be against irrevocable letter of credit confirmed by a UK clearing bank prior to manufacture of the Goods, if the Seller so requires.

 

8.5 The Buyer shall make all payments due under this Contract without any Deduction whether by way of set-off, counterclaim, or otherwise.

       8.5.1 Except for any liquidated sum due and payable by the Seller to the Buyer, or

       8.5.2 Unless such deduction has been agreed in writing in advance with the Seller, or

       8.5.3 Unless the Buyer has a valid Court order requiring any amount equal to such deduction to be paid by the Seller to the Buyer.

 

8.6 The Seller may appropriate any payment made by the Buyer to the Seller to such of the Goods as the Seller thinks fit despite any purported appropriation by the Buyer.

 

8.7 If the Buyer fails to make any payment under this Contract on the due date, then (without prejudice to its other rights and remedies) the Seller may charge the Buyer interest on the amount unpaid at the annual rate of 3% above National Westminster Bank plc’s base rate from time to time, accruing on a daily basis until payment is made in full.

 

8.8 Where any sum owed by the Buyer to the Seller under this or any other Contract is overdue, the Seller may withhold and deliveries of Goods due to be made under this or any Contract until arrangements as to payment or credit have been established which are satisfactory to the Seller.

 

 

9 QUALITY

 

9.1 The Seller warrants that (subject to the other provisions of these Conditions) upon delivery the Goods will:

         9.1.1 be of satisfactory quality.

         9.1.2 be reasonably for for their normal and usual purpose.

 

9.2 The Seller shall not be liable for a breach of any of the warranties in Clause 9.1 unless,

         9.2.1 The Buyer gives written notice of the defect to the Seller within 3 weeks (unless the defect is a result of damage in transit, where written notice must be given to the Seller within 3 working days) of the date of delivery, and

         9.2.2 The Seller is given a reasonable opportunity after receiving notice of examining such Goods, and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business for the examination to take place there.

 

9.3 The Seller shall not be liable for a breach of any of the warranties in clause 9.1 if,

                  9.3.1 The Buyer makes use of any of the Goods after giving notice or after noticing any defect in the Goods, or

                  9.3.2 The defect arises because the Buyer fails to follow the Seller’s oral or written instructions as to the storage of use of the Goods or (if there are none) general trade practice, or

                  9.3.3 If the Buyer does not store the Goods in a good clean, safe, dry area, or

                  9.3.4 The Buyer alters the Goods without the written consent of the Seller.

                  9.3.5 The defect in such Goods arises from any defect in any design, colourations, or specification required by the Buyer, or

                  9.3.6 The defect is due to any fault or defect in the products with which the Goods are combined or used.

 

9.4 If the Buyer makes a valid claim against the Seller based on a defect in the quality of the Goods , the Seller shall at its option replace such Goods (or the defective part) or refund the price of such Goods at the pro-rata Contract rate.

 

9.5 If the Seller complies with Condition 9.4, it shall have no further liability for a breach of any of the warranties in Condition 9.1 in respect of such Goods.

 

 

10 LIMITATION OF LIABILITY

 

10.1 All warranties, conditions, or other terms implied by statute or common law (except the condition and warranty implied by Section 12 of the Sale of Goods Act 1979) are excluded from the Contract except where the Goods are sold to a person who deals as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977)

 

10.2 Nothing in these conditions shall exclude or limit the liability of the Seller for death or personal injury caused by the negligence of the Seller or any of its employees or agents.

 

10.3 Except as set out in clauses 10.1 and 10.2

                  

10.3.1 the Seller shall not be liable to the Buyer for any indirect or consequential Loss (including loss of profit, goodwill, interruption of business, costs, damages, charges or expenses arising out of the delivery, non-delivery, supply or use of the Goods (even if caused by the Seller’s negligence), and

                  

10.3.2 if the claim is covered by the Seller’s insurance policy, the Seller’s liability under this Contract shall not exceed the amount paid to it for such claim. The Buyer acknowledges that delay in notifying any claim may prevent the Seller recovering any money under such policy.

 

 

11 FORCE MAJEURE

 

11.1 The Seller shall not be liable to the Buyer in any manner or be deemed to be in breach of his Contract because of any delay in performing or any failure to perform any of the Seller’s obligations under this Contract if the delay or failure was due to any cause beyond the Seller’s reasonable control.

 

11.2 Without prejudice to the generality of clause 6.1, the following shall be included as causes beyond the Seller’s reasonable control,

                  11.2.1 government action, war, threat of war, riot, civil disturbance, sabotage, or requisition.

                  11.2.2 act of God, fire, flood, epidemic, or accident.

                  11.2.3 Changes in import or export regulations or embargoes.

                  11.2.4 labour disputes including disputes involving the Seller’s workforce, or

                  11.2.5 inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery, or labour.

 

 

12 GENERAL

 

12.1 Each right or remedy of the Seller under this Contract is without prejudice to any other right or remedy of the Seller whether under this Contract or not.

 

12.2 Any provision of this Contract which is held by any competent authority to be invalid, void, voidable, or unenforceable (in whole or in part) shall be the extent of such invalidity, voidness, voidability, or unenforceability be deemed severable and the other provisions of this Contract and the remainder of such provision shall not be affected.

 

12.3 Failure by the Seller to enforce any provision of this Contract will  not be construed as a waiver of any of its rights under this Contract.

 

12.4 A waiver by the Seller of any breach of this Contract by the Buyer will not be construed as a waiver of any subsequent breach of the same or other provision.

 

12.5 The Seller may assign, licence, or sub-contract all or any part of its rights or obligations under this Contract without the Buyer’s consent.

 

12.6 This Contract is personal to the Buyer, who may not assign, license, or sub-contract all of any rights or obligations under this Contract without the Seller’s written consent.

 

12.7 The Buyer agrees not to destroy or deface any identifying mark on the packaging of the Goods.

 

12.8 The formation, construction, performance, validity, and all aspects of this Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts

 

 

13 COMMUNICATIONS

 

13.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent first class post.

                  13.1.1 (in case of communications to the Seller) to its registered office or such other address as shall be notified to the Buyer from the Seller, or

                  13.1.2 ( in the case of communications to the Buyer) to the registered office of the addressee (if it is a Company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Seller by the Buyer.

 

13.2 Communications shall be deemed to have been received,

                  13.2.1 if sent by first class post 2 days (excluding Saturdays, Sundays, and bank holidays) after posting (exclusive of the date of posting) to registered office or such other address as shall be notified to the Buyer by the Seller, or

                  13.2.2 if delivered by hand, on delivery

 

13.3 Communications addressed to the Seller shall be marked for the attention of Customer Service

 

13.4 In proving service,

                  13.4.1 By delivery by hand, it shall be necessary on delivery to produce a receipt for communications, signed by or on behalf of the addressee, or 

                  13.4.2 By post, it shall be necessary only to provide that the communication was contained in an envelope, which was addressed and posted in accordance with Condition 13.1

                  13.4.3 By email transmission, it shall be necessary to provide that a confirmatory copy of the email was sent in accordance with Condition 13.1