1.1 Contract shall mean a contract incorporating these conditions made between the Company and the Customer and which consists of an order made by the Customer for the purchase of the Goods from the Company.
1.2 Company shall mean Container Components Europe Limited.
1.3 Customer shall mean the person, firm or company buying the Goods from the Company.
1.4 Goods shall mean the goods (including any part or parts of them) to be supplied by the Company to the Customer under the Contract between them.
2. Application of Terms
2.1 Subject to any variation under condition 2.3 the Contract shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 Any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
All orders are accepted subject to these conditions. No order shall be binding unless confirmed by the Company on its acknowledgement of order form or corresponding Goods are shipped by the Company.
Quotations indicate the price at which the Company would be willing to supply Goods if a written order is placed within 30 days. Otherwise they are not offers to supply Goods and any order placed on the basis of a quotation must be accepted by the Company for a Contract to arise. Clerical errors are not subject to correction.
5.1 Prices quoted are exclusive of VAT or other taxes and are subject to increase as set out below.
5.2 The Company shall not be bound by any price quoted which is not in writing.
5.3 Where any price is not agreed in writing, the price will be such reasonable price as the Company may determine.
5.4 If after the date of the Contract but before delivery to the Customer there shall be an increase in the price (exclusive of any appropriate taxes) at which the Company can obtain any goods, parts or materials, which it considers necessary or desirable to use, or an increase in the cost to it of any labour or fuel or any increase in any other cost, charge or expense which it considers necessary or desirable to incur, then the Company shall be entitled from time to time to increase the price of any Goods which it has agreed to sell or any materials which it has agreed to supply by such amount as it shall consider reasonable and such increased price shall be substituted for the previous contract price.
5.5 Where an order is received for a quantity less than quoted for or where delivery is required in instalments smaller than those specified in the quotations, prices quoted may be subject to an increase.
6.1 Where Goods are delivered in the United Kingdom payment is due on the date agreed between the Company and the Customer failing which payment shall be made by the end of the month after the month in which the Goods are invoiced.
6.2 Where the Goods are delivered outside the United Kingdom payment is to be made by bank transfer or by other such method as the Company may specify. Payment will (unless otherwise agreed) be made in sterling. Time for payment shall be of the essence.
6.3 No payment shall be deemed to have been received until the Company has received cleared funds.
6.4 No order for Goods which has been accepted by the Company may be cancelled except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges, and expenses incurred by the Company as a result of cancellation.
6.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
6.6 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
6.7 Without prejudice to any other rights of the Company if the Customer fails to pay any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of National Westminster Bank, accruing on a daily basis until payment is made, whether before or after any judgment.
The weights, dimensions, capacities, performances, ratings, illustrations and other data and descriptions included in catalogues, advertisements, illustrated matter and price lists issued by the Company are issued or published for the sole purpose of giving an approximate guide of the Goods described in them. Those items do not form part of the Contract unless expressly set out in the acknowledgment of order form and stated therein to be accurate.
8.1 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
8.2 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
8.3 Payments shall be made on the due date pursuant to Clause 6 hereof as a condition precedent to future deliveries.
The Company warrants that the Goods shall comply with the Company's specification for the Goods in question as current from time to time. The Company does not warrant the fitness of the Goods for any particular purpose even though that purpose be known to it and no warranty is to be implied from the name or description under which the Goods are sold. Subject as aforesaid all warranties, conditions, terms and statements, express or implied, statutory or otherwise, are to the fullest extent permitted by law, excluded from the Contract and the Company shall be under no liability in contract or tort for any damage arising directly or indirectly out of the supply or use of the Goods or of the packages or pallets or containers by which the Goods are delivered.
10. The Customer Warrants:
10.1 That he will carefully examine and test all Goods and parts supplied by the Company or to which any work has been done by the Company and will notify the Company in writing of any shortage, defect or failure to comply with the contract which is or ought to be apparent upon such examination and test, within 48 hours of their being collected by or delivered to him.
10.2 That he will notify the Company in writing within 48 hours of becoming aware of any defect or other failure to comply with the contract which was not apparent on such examination as aforesaid.
10.3 That he will forthwith notify the Company should any Goods fail to arrive within 7 days of being despatched, the date of despatch to be taken as that shown on the invoice given or sent to the Customer, or 7 days after receipt of such invoice if later.
11.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business.
11.2 The Customer shall provide at the point of delivery at its expense adequate and appropriate equipment and manual labour for loading the Goods.
11.3 The time quoted for the delivery of Goods shall not be of the essence and subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss, costs, injury, damage, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the relevant Contract unless such delay exceeds 30 days.
11.4 Should the Company be delayed in or prevented from making delivery of the Goods by circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riots, civil commotion, strikes or other labour disputes, lock-outs, fire, floods, explosions, trade disputes or shortages of raw materials the Company shall be at liberty to cancel or suspend the order without incurring any liability for any loss or damage arising therefrom.
Unless otherwise provided or referred to in the acknowledgement of order form upon delivery of the Goods such Goods shall be at the Customer's sole risk.
13. Passing of Property
13.1 Goods sold will remain the property of the Company until all sums due to the Company from the Customer whether in respect of the Goods or otherwise are received in full by the Company. In the event of any default by the Customer in payment of any such sum the Company shall be entitled to retain possession of any Goods designated for shipment to the Customer but not shipped and to regain possession of any Goods already shipped to the Customer.
13.2 The Customer shall be entitled as agent of the Company before the property in the Goods has passed (but subject to any lien or right of retention on the part of the Company):
13.2.1 to resell the Goods or any part thereof but shall pay to the Company the proceeds of sale or such part thereof as may be necessary to pay all sums due to the Company from the Customer and until such payment shall hold the proceeds of sale on trust to the Company;
13.2.2 to use the Goods in ordinary course of his business.
13.3 Until all sums due from the Customer to the Company have been paid or until resale in accordance with paragraph 13.2 of this clause the Customer will keep and mark the Goods in such a way as to show that they are the property of the Company and shall hold the same as bailee of the Company.
13.4 Should the Goods become constituents of or converted into other goods then such other goods shall at all times be the property of the Company as if they were the Company's original Goods.
If the Customer shall fail to take delivery or to pay for any Goods supplied in accordance with the Contract the Company shall be at liberty to treat the Contract as repudiated without prejudice to the Company's rights to recover from the Customer by way of damages any loss or expense which the Company may suffer or incur by reason of the Customer's default and the Company shall be entitled to dispose of the Goods as it shall think fit and shall not be under any liability to account to the Customer for the price received therefore or otherwise.
The Company shall have the right immediately to terminate the Contract at any time upon occurrence of any of the following events:
15.1 If the Customer commits any act of bankruptcy or compounds or makes any arrangements with his creditors or executes a Bill of Sale on his goods or of any of them or if any execution or distress is levied upon the goods of the Customer.
15.2 If the Customer being a Company is wound up either compulsorily or voluntarily or a receiver of its assets is appointed.
15.3 If the Customer commits any breach of the Contract.
Upon any such termination the Company shall have the right to be paid the price of Goods manufactured or sold prior to the date of termination and the Customer shall take over and pay for at the current price such materials as have been allocated by the Company to the Contract.
16. Proper Law
16.1 In the event that any provision of the Contract shall be held to be illegal, invalid, unenforceable or against public policy pursuant to a final adjudication by a court of competent jurisdiction such provision shall be severed from the Contract and the remainder of the Contract shall be deemed in full force and effect.
16.2 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.3 The Contract shall be governed by and construed in accordance with English law and the Company and Customer hereby irrevocably submit to the non-exclusive jurisdiction of the English courts as regards any claim or matter arising in relation to the Contract.