Terms & Conditions
(a) In these conditions
(i) “the Seller” means Firstan Ltd, their ultimate holding company, and any subsidiary of any of them
(ii) “Goods” means any paper, board or other goods or services agreed to be sold by the seller under any particular Contract
(iii) “Contract” means any contract for the sale of any paper, board or other goods or services by the seller to any person, including any firm or company (“the buyer”)
(b) All contract shall be governed by these conditions and “no alteration to these conditions in respect of any contract shall be binding on the seller unless it is in writing and signed by a duly authorized representative of the Seller
- PAPER AND BOARD TRADE CUSTOMS
Except where inconsistent with these Conditions all Contracts for the sale of paper and board shall be subject to the British Paper and Board Trade Customs for the time being in force, which are obtainable from the National Association of Paper Merchants. This condition does not apply to any contract for the sale of any Goods other than paper and board.
- PAYMENT TERMS
Payment for Goods shall be due on or before the last day of the month following the month during which the invoice for such goods is dispatched. Where payment is not received by the due date the Seller reserves the right to charge interest on the sum outstanding calculated at four percent above the base lending rate of William’s and Glyn’s Bank Limited from time to time accruing from day to day from (but not including) the due date until (and including) the actual date of payment.
All quotations and tenders are given by the Seller on condition that they do not constitute any offer of a Contract and that the seller shall not be bound until he has communicated his acceptance of the Buyer’s order. In the event of any inconsistency between the terms of the Buyers order and these Conditions, these Conditions shall prevail unless the contrary has been agreed in writing by the Seller.
(a) The Seller shall not be bound by any oral warranty or representation given or made or purported to be given or made on its behalf unless it is confirmed in writing or signed or on behalf of the Seller.
(b) No guarantee or warranty is given that the goods of any description are fit for the Buyers purpose, and the buyer must satisfy itself prior to entering into any Contract of their fitness for any purpose for which they are intended to be used.
(a) All prices are subject to market fluctuations. Accordingly, the price to be paid by the Buyer for any Goods shall be the Sellers price applicable at the date of despatch of such goods.
(b) All prices are exclusive of value added tax which shall be payable by the Buyer at the rate applicable from time to time.
(c) Payment shall be due and the Seller shall be entitled to sue therefore whether or not property in Goods has passed by virtue of Condition 8.
The Seller shall have the right (without affecting any other claim, right or remedy against the Buyer) by notice in writing to the Buyers to terminate with immediate effect any Contract or to suspend delivery in any of the following events:
(a) If any sum owing by the Buyer to the Seller is overdue, whether under the same or any Contract.
(b) If the Buyer is in breach of any terms of the same or any other Contract.
(c) If the Buyer decides to enter into any composition or arrangement wit or for the benefit of its creditors; or commits any act of bankruptcy; or receives any notice that a petition to wind it up is to be or has been presented or any notice of the convening of any meeting of the Buyer at which a resolution is to be proposed to wind up the Buyer (save for the purpose of reorganization or reconstruction) or any notice that a Receiver or Manager is to be or has been appointed of its assets.
- DELIVERY, PROPERTY AND RISK
(a) Subject to any agreement to the contrary in the Contract the Buyer shall be bound to accept delivery of Goods at its own premises when they are ready for delivery by the Seller.
(b) The Seller shall not incur any liability or obligation to the Buyer in respect of any failure to deliver or delay in delivery.
(c) The risk in Goods shall pass to the Buyer when they re delivered to the Buyer or to some person on its behalf on accordance with its instructions.
(d) Property in Goods will pass to the Buyer only when payment in full for such Goods (including any interest payable pursuant to Condition 3) has been received by the Seller.
- SUPPLEMENTAL PROPERTY PROVISIONS
(a) Until the occurrence of any of the events specified in Condition 7 the Buyer shall be entitled to:
(i) subject Goods to any process, addition or treatment in the ordinary course of its business, provided that property in such Goods as so processed, added or treated (“admixed Goods”) shall remain with the Seller until all sums owing from the Buyer to the Seller in respect of such Goods has been paid or until there has been a bona fide sale for value to a third party, whichever shall first occur and
(ii) sell Goods and any admixed Goods and pass the property in the same to third parties in the normal course of business
(b) In the event of any sale or disposition of Goods or any admixed Goods by the Buyer before payment for such Goods or admixed Goods has been made to the Seller, the Seller shall be entitled by notice in writing to the Buyer to require that the Buyer shall hold on trust for the Seller:
(i) (if such Goods have not been subjected to any process, mixed with or incorporated in or transformed into other Goods) the proportion of the proceeds of sale or disposition: and/or
(ii) (if such goods have been subjected to any process, mixed with or incorporated in or transformed into other Goods) the proportion of the proceeds of sale which is equal to the price of such Goods under the Contract for their sale to the Buyer until payment in full for such Goods has been received by the Seller.
(c) Following the happening of any event specified in Condition 7
(i) the Buyer shall thereafter have no authority to subject the Sellers Goods to any process, addition or treatment and/or sell any of the Sellers Goods or admixed Goods;
(ii) the Buyer shall be obliged to pay to the Seller all proceeds of sale received by the Buyer form sales of Goods, or the proportion of the proceeds of sale of admixed Goods, described in Condition 9b (ii): and vehicles of the of the Buyer to re-take possession of any Goods and any admixed Goods which remain its property.
(iii) The seller by its employees or agents shall be entitled to enter upon or into any land, building or vehicles of the buyer to re-take possession of any goods and any admixed goods which remain its property.
(d) The Buyer shall notify the Seller forthwith of the happening of any of the events referred to in Condition 7(c).
- WARRANTY AND CLAIMS
(a) All conditions and warranties whether expressed or implied by statute or otherwise shall be construed subject to these conditions and insofar as they are inconsistent therefore shall be excluded.
(b) The Seller warrants that the Goods are reasonably free from defects in material or workmanship on their delivery and, if stored under conditions which are reasonable, will remain so for a period of one year from the date of delivery (the “warranty period”)
(c) It shall be the duty of the Buyer, before using any Goods and before parting with possession of the same, to test and examine such Goods in every respect.
(d) Any complaint of short delivery must be notified to the Seller within 24 hours of receipt of Goods and confirmed in writing that time by Buyer to the Seller. Any complaint of failure to deliver goods invoiced must be so notified and confirmed within ten days of the invoice.
(e) Claims in respect of any alleged damage to or defect in Goods delivered must:
(i) if the defect would have been revealed in the by normal examination of the out turn sheets, or by reasonable examination of such Goods on arrival, be made in writing within 14 days after delivery, or:
(ii) if related to the transport of such Goods, be made within such time as will enable the Seller to comply with the time limits and procedures of any carriers by whom such goods were transported, or:
(iii) otherwise be made within the warranty period within 14 days of any such damage or defect becoming apparent.
(f) If the Buyer shall make any complaint within the time stipulated the Seller shall, after it has had reasonable time to investigate the same and examine the Goods in dispute and if the Goods are defective at its option.
(i) replace the Goods, or
(ii) accept the return of the Goods and credit the Buyer with the price thereof, or
(iii) make to the buyer an allowance representing the difference between the value of the Goods at the time of complaint by the Buyer and the value they would have had if they had not been so defective (provided that the buyer shall still be liable to pay the balance not in dispute according to normal terms
(g) Other than as permitted by the Seller pursuant to Condition 10(f) Goods shall not be returned by the Buyer to the Seller without prior agreement, when the seller reserves the right to charge 20% of the invoice value or twenty five pounds (whichever is the greatest) for handing costs.
- LIMITATION OF SELLERS LIABILITY
Save for liability of death or personal injury arising from the Sellers negligence (which is not excluded), the Sellers obligation to replace Goods, or to provide credit, or to make any allowance, as set out in Condition 10 shall constitute the full extent of the Seller liability in respect of any loss or damage sustained by the Buyer whether caused by any breach of any Contract or misrepresentation or by the negligence of the Seller, its employees or agents, or arising from any other cause whatsoever and the Seller shall not be liable for any consequential, economic, direct or indirect loss suffered by the Buyer arising there from.
- FORCE MAJURE, ETC
If the Seller is hindered or prevented from performing any Contract owing to any Act of God, war, act of terrorism, strike, government regulation or order, national emergency, lock-out, fire or flood, drought, tempest or any other cause (whether or not a like nature) beyond the control of the Seller or owing to any inability by the seller to procure materials or articles required for the performance of the contract the seller may at its sole option delay the performance or cancel such Contract and the Seller shall not be held responsible for such delay or cancellation or any inability to deliver cause by such contingency.
No failure, delay or indulgence by the Seller to enforce any of the terms of any Contract shall operate as a waiver thereof or shall prejudice, affect or restrict the rights and powers of the Seller there under, nor shall any waiver or any breach or default of or under any provisions of any Contract operate as a waiver of any other breach or fault.
- PROPER LAW
Every Contract shall be subject to English law. The Buyer commits to the non-exclusive jurisdiction of the English Courts for the determination of any questions or dispute, however arising, between the Seller and the Buyer.
- QUANTITY VARIATION
A shortage or surplus, charged pro rata, not exceeding 10 per cent, will be considered due execution of any order.
- SKETCHES, ETC
All sketches and origination work remain the property of the Seller.
- PROOFS AND PRINTING
Alterations from original copy and after first proof, including alterations in style will be charged extra. Proofs of all work may be submitted for customer’s approval and no responsibility will be accepted for any errors in proofs which may be passed to the customer. The customer. The customer shall be solely responsible for any matter which he instruct the Seller to print.
- MANUFACTURING AND MATERIAL
(a) Goods will be manufactured in accordance with the dimensions specified and/or approve by the customer to a tolerance of + or – 3mm. While every endeavor will be made to supply materials in accordance with the quality of samples submitted or quoted for, material of not less strength than those quoted may be substituted for those quoted.
(b) The seller may at the discretion of the Directors or appointed representatives subcontract all or part of any contract.
Tooling held on site at Firstan Limited remains the Owners responsibility, tooling unused for a period of 12 months will be deemed as obsolete and destroyed.
- STOCK HOLDING
All goods invoiced and held in the sellers warehouse on a buyers behalf will subject to following terms of the sellers “Bill and Hold” policy.
After invoice by the seller, subject to any agreement to the contrary in the Contract the Buyer shall be bound to accept delivery of Goods at its own premises within 7 days of invoice. If these terms are not met, the seller reserves the right to charge storage at the rate of £4.00 per pallet space per week.
The headings contained in these conditions are for convenience only and shall not affect the interpretation hereof