2. PACKAGING, PAPER AND BOARD TRADE CUSTOMS
(i) Except where inconsistent with these Conditions or with the express terms of any contract between the Company and the Buyer, all contracts for the sale of Paper and Boards shall be subject to the British Paper and Board Trade Customs for the time being in force. This Condition will not apply to contracts made between the Company and the Buyer for the sale of any goods other than Paper and Boards.
(ii) On all special making orders the accepted Packaging Trade tolerances will apply. They are; plus or minus 10% on the quantity of goods manufactured and plus or minus 10% on the quality of the goods manufactured (where “quality” refers to the thickness, substance, grams per square metre, gauge, micron or any other variation generally accepted in the manufacturing of such goods).

3. PAYMENT
(a) Goods invoiced up to and including the last day of a calendar month shall be paid for not later than the last business day of the following calendar month.
(b) If terms of payment are not complied with, the Company shall have the right to charge interest at a rate of 1.5% per month in the period between the due date of payment and final settlement.

4. QUOTATIONS
All quotations and tenders are given by the Company on condition that the Company shall not be bound until it has communicated its written acceptance of the Buyers order. In the event of any inconsistency between the terms of the Buyers order and the conditions in the Company’s form of acceptance, the Company’s conditions shall prevail unless the contrary has been agreed in writing by the Company.

5. MATERIALS
(a) The Company shall not be bound by any oral warranty or representation given or made on its behalf unless confirmed in writing, nor by any implied term, condition or warranty whether arising by implication of law or to be implied from circumstances save and except a warranty that goods sold shall correspond with their contractual description.
(b) No guarantee is given that the goods are fit for the Buyers purpose, and the Buyer must satisfy himself of their fitness for any purpose for which they are intended to be used.

6. COST VARIATION
Except where a price is stated to be “fixed” by the Company on its written acceptance of the Buyers order any price quoted by the Company or comprised in the order or contract is provisional only and the actual price to be paid by the Buyer shall be the Company’s price ruling at the date of despatch.

7. VALUE ADDED TAX
All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus V. A. T. where applicable.

8. CLAIMS
(a) It shall be duty of the Buyer before using the goods, the subject of the contract for any purpose and before parting with possession of the same, to test and examine the goods in every respect and to satisfy himself of their fitness for any purpose for which they are intended to be used.
(b) Claims in respect of any alleged defect in the quality of the goods delivered, where the defect would have been revealed by normal examination of the outturn sheets or by reasonable examination of the goods on arrival, must be made in writing within 14 days after delivery, or if related to the transport of goods within such time as will enable the Company to comply with the time limit and procedure of the Railway Companies or other carriers by whom the goods were transported. If the Buyer shall make any complaint within the time stipulated the Company shall, after it has had a reasonable time to investigate the same and examine the goods in dispute, be entitled at its option:
(i) to replace the goods (if defective), or
(ii) to accept return of the goods (if defective) and credit the Buyer with the price thereof, or
(iii) to make the Buyer (if the goods are defective) an allowance representing the difference between the value of the goods at the time of the complaint by the Buyer and the value they would have had if they had been in accordance with the contract, providing the Buyer pays the balance not in dispute according to normal terms.
(c) Goods shall not be returned by the Buyer to the Company without prior agreement, when the Company reserves the right to charge 10% of the invoice value for handling costs.

9. APPLICATION OF THESE CONDITIONS
By ordering any goods from the Company the Buyer will be deemed to have accepted that these Conditions take precedence over any other Conditions contained or referred to in any letter acceptance from receipt order form or the like received by the Company in connection with goods so ordered and that these Conditions will form the Contract between the Company and the Buyer and that any such other Conditions will not form part of such Contract.

10. CONTRACTS
The Company shall have option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to rescind any contract between the Company and the Buyer or to suspend delivery in the following events:
(i) should any sum owing by the Buyer to the Company be overdue, whether under the same or any other contract.
(ii) should a Buyer be in breach of any term of the same or any other Contract with the Company.
(iii) should a Buyer enter into any composition or arrangement with or for the benefit of his creditors, having a receiving order in bankruptcy made against him or (if a corporate body) should it have a resolution passed or petition presented to wind up its business (other than for the purpose of amalgamation or reconstruction or if a Receiver be appointed of its undertaking, property or assets or any part thereof),
(iv) on the rescission of any contract between the Company and the Buyer, the Company can take all necessary or requisite steps to recover from the Buyer or his carriers all goods not paid for including stoppage of such goods in transit.

11. DELIVERY
(a) If no time for delivery is specified in the Contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Company.
(b) The risk in goods contracted to be sold by the Company shall pass to the Buyer (or to whom he shall direct) when the goods (or any part thereof when there is more than one delivery under the contract) are delivered to the Buyer, or in accordance with his instruction. The Buyer shall insure the goods when the risk in the goods passes and shall pass to the Company the proceeds of such insurance where the Company has not been paid for such goods.
(c) Where the contract involves more than one delivery, if default is made in payment on the due date in respect of any one delivery, the Company shall at its option and without prejudice to any rights the Company may have hereunder or otherwise, be entitled to treat the contract as repudiated and to claim damages accordingly. Each delivery will constitute a separate contract and any failure or defect in any one delivery will not vitiate the contract as to the remaining deliveries.
(d) Any time or date for delivery named by the Company is an estimate only and the Company shall not accept liability for any loss or damage or any consequential loss arising either directly or indirectly from delay however caused.

12. OWNERSHIP
The Company and the Buyer expressly agree that until the Company has been paid in full for the goods comprised in the contract between them:
(a) The goods comprised in the contract remain the property of the Company save as provided herein and the Buyer shall store such goods until payment to the Company has been made in full for such goods separately from all other goods at no cost or expense to the Company and such goods shall be labelled or marked to the reasonable satisfaction of the Company to show clearly that such goods are the sole property of the Company and not the Buyer.
(b) The Company may recover the goods at any time from the Buyer, if in the Buyers possession, if the amount outstanding from the Buyer to the Company in respect of the goods supplied has not been paid in full and for that purpose the Company its servants and agents may enter upon any land or buildings upon which the goods are situated provided that if the Company shall resell the goods so recovered or any part thereof, the Company shall give the Buyer credit for any sum received by the Company in excess of the unpaid price of the goods.
(c) The Buyer may dispose of the goods in the ordinary course of its business as principal (but any warranties, conditions or representations given or made by the Buyer to any third party shall not be binding on the Company who shall be indemnified by the Buyer with respect thereto) and may pass title in the goods to a third party being a bona fide purchaser for value without notice of the Company’s rights.
(d) If the Buyer incorporates the goods into other products (with the addition of its goods or those of others) or uses such goods as material for other products (with or without such additions) the property in those other products is upon such incorporation or use and by that event transferred to the Company and the Buyer will store the same of the Company in a proper manner without charge to the Company in the event of such incorporation or use as envisaged by this sub-clause the provisions of sub-clauses (b) and (c) shall apply mutatis mutandis to those other products in place of the goods, provided that if the Company shall sell such other products or any part thereof (without being under any duty to obtain the best price therefore) the Company shall give the Buyer credit for any sum received by the Company in excess of the unpaid price of such goods.
If the goods or any part thereof, whether or not incorporated into other products or used as materials for other products are resold by the Buyer before he has made full payment to the Company as aforesaid, the Buyer shall upon trust for the Company from the proceeds of such resale such sum as shall be equal to the amount then owing to the Company in respect of the goods in a separate and clearly defined Bank Account provided that if the Buyer has not received the proceeds of such resale in full the Company shall be subrogated (without the need for further documentation) to the Buyers rights against its customer to the extent of any balance still remaining due to the Company in respect of the goods. Nothing contained herein shall affect any other rights the Company may have against the Buyers customer.
(e) Goods sold will remain the property of the Company until all sums due to the Company from the Buyer, whether in respect of these goods or otherwise, are paid to the Company. In the event of any default by the Buyer in payment of any such sum, the Company shall be entitled to retain possession of the goods.

13. FORCE MAJEURE, ETC.
The performance of all contracts is subject to variation or cancellation by the Company owing to any Act of God, war, strikes, government regulations or orders, national emergencies, lockouts, fire, flood, drought, tempest or any other cause (whether or not of a like nature) beyond the control of the Company or owing to any inability by the Company to procure materials or articles required for the performance of the contract and the Company shall not be held responsible for any inability to deliver caused by any such contingency. No forbearance or indulgence by the Company shown or granted to a Buyer, whether in respect of these Conditions or otherwise, shall in any way effect or prejudice the rights of the Company against the Buyer or be taken as a waiver of any of these Conditions.

14. LIMITATION OF THE SELLERS LIABILITY
(a) Except as otherwise expressly mentioned in these Conditions, the Company shall have no liability of any kind to the Buyer in respect of any loss or damage (whether direct, indirect or consequential) suffered by the Buyer, whether in contract or negligence or otherwise howsoever, whether for loss or damage to property or for death or bodily injury or otherwise howsoever in respect of any goods supplied or work done by the Company. The Buyer shall indemnify the Company against any claim made against the Company by a third party arising out of any goods supplied to or work done for the Buyer.
(b) No forbearance or indulgence by the Company shown or granted to a Buyer, whether in respect of these conditions or otherwise shall in any way effect or prejudice the rights of the Company against the Buyer or be taken as a waiver of any of these conditions.

15. WAIVER OF CONDITIONS
No officer, servant, agent or representative of the Company has any authority to waive, vary, add to, omit or in any way alter these conditions.

16. GOVERNING LAW
The Law of England shall govern the validity construction and performance of any contract to which these Conditions apply.

17. CARRIAGE
Carriage is normally paid by the Company, except in the case of small lots (orders under £100 in value), where the delivery address is outside our normal operational area, when the time taken for unloading the delivery is unreasonably extended, or where special delivery arrangements are requested. In such case an additional charge will be made.

18. BREAKAGE
Where orders are accepted for less than the standard mill packet, a Surcharge will be made.