Terms & Conditions of Sale

Application of these conditions
These conditions override any terms or conditions stipulated, incorporated or referred to by the Buyer in his order, negotiations, correspondence or other documentation of whatsoever kind unless otherwise agreed in writing by the Company. No order shall become binding until accepted by a duly authorised representative of the Company
Right to vary price
Except as provided by these Conditions of Sale, all orders are accepted subject to any price variation the Company may consider necessary at the time of delivery of the goods subject of the order (Goods). Cancellation of an order shall not be made by the Buyer without the written consent of the Company.
Dates for delivery
Any date quoted for delivery is given in good faith but is approximate only and time of delivery is not of the essence of the Contract.
Use with commodity
If the Goods are required for use with any commodity, the Buyer shall satisfy himself that the materials ordered will not adversely affect, or be adversely affected by, that commodity. If the Goods are required for processing of any kind the Buyer shall satisfy himself that the Goods ordered are suitable for such processing.
Conformity
Without prejudice to the generality of condition 10(a) and subject only to condition 10(b), the Company accepts no liability of whatsoever kind directly or indirectly resulting from or otherwise connected with:
1. Goods supplied to the Company's standard specifications or in accordance with a sample or proof submitted to the Buyer;
2. The use by the Buyer of the Goods with another commodity or for processing. Without prejudice to the foregoing, if fault arises in the use of the Goods with another commodity or for processing the Buyer shall use every effort to minimise the amount of such commodity processed and shall immediately notify the Company in writing of such fault and provide to the Company all relevant details.
Loss or damage
In the event of a claim by the Buyer for loss or damage for which the Company is responsible the liability of the Company shall not exceed the invoiced value of such quantity of the Goods as forms the subject of the claim. For purposes hereof, loss or damage shall be deemed not to be the responsibility of the Company if arising from or otherwise connected with the circumstances specified in condition 5.
Materials supplied for processing
A Buyer sending his own materials to the Company for processing shall at his own expense insure such materials against loss or damage by fire whilst on the Company's premises. The Company accepts no liability for any loss incurred by a Buyer whose materials should be found unsuitable for the processing specified.
Rescission and suspension
The Company shall be entitled (without prejudice to 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 should the Buyer be in breach of any of his contractual obligations or should enter into any agreement with or for the benefit of his creditors, have a Receiving Order in bankruptcy made against him or (if a corporate body) go into liquidation either voluntary or compulsory or under supervision or have a receiver, administrator or administrative receiver appointed of the whole or any part of its assets or carry out or undergo an analogous act or proceedings under foreign law.
Defective Goods
The Company shall not be liable:
1. to replace the Goods which arrive in damaged condition or with an apparent defect unless the Goods are signed for accordingly and a claim is made in writing within two days of delivery specifying the defect in detail;
2. to procure subsequent delivery of Goods not delivered or of any separate packaging forming part of a consignment of Goods not delivered unless a written claim is made within twenty one days from the date of invoice, providing full details as to the nondelivery in question;
3. in respect of any other defect in the Goods unless it appears within three months of delivery thereof and is a defect in materials or workmanship which has arisen under their proper and normal use and maintenance and the Buyer has informed the Company in writing within seven days of the date when such defect appeared or ought reasonably to have been discoverable specifying the defect in detail.
4. Any goods deemed to be faulty must be clearly identified with there original reel number and stored inside in a suitable location until collected. On collection the items must be suitably wrapped and packaged for transportation.
Liability
1. Except as expressly provided in conditions 6 and 9 and subject only to condition 10(b), the Company shall not be liable for any expense, loss, damage or other liability whatsoever whether direct or consequential arising out of or otherwise in connection with the Goods, including, but without prejudice to the foregoing, liability for personal injury or death. Any condition, warranty or statement in respect of the Goods whether express or implied by Statute, custom of the trade or otherwise (including without prejudice to the generality of the foregoing any such condition, warranty or statement as to the quality of the Goods or their fitness for any particular purpose) is hereby excluded.
2. Nothing contained in these Conditions shall purport to exclude or restrict any liability the exclusion or restriction of which is prohibited by Section 2(1) and Section 6(1) of the Unfair Contract Terms Act 1977 provided however that this condition 10(b) shall not apply to any such contract as is described in Section 26(3) of the Unfair Contract Terms Act 1977.
Indemnity
The Buyer shall indemnify the Company and keep the Company full and effectively indemnified against any and all actions, proceedings, costs, claims, demands, expenses, liabilities, losses or other matters whatsoever (including, but not limited to, any liability of the Company to any third party whether for loss of or damage to property or injury to or death of any person) arising out of or in consequence of or in respect of the manufacture of the Goods or any part of the Goods or the application of any process to the Goods or any part of the Goods in accordance with or in compliance with any specification submitted by, or any instruction given by, or any design of, the Buyer.
Disputed claims and set-off
The Buyer shall not be entitled to withhold payment of any amount payable under a contract with the Company because of any disputed claim by the Buyer in respect of faulty Goods or any other alleged breach of contract, nor shall the Buyer be entitled to set off against any amount payable under a contract with the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.
Risk
From the time of delivery the Goods shall be at the Buyer's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, title to the Goods shall remain with the Company until all payments to be made by the Buyer under the Contract and any other contract between the Company and the Buyer and on any account whatsoever have been made in full and unconditionally. (Whilst the Company's ownership continues the Buyer shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession as bailee for the Company.)
Force Majeure
The Company shall be entitled to delay or cancel delivery or to reduce the amount of Goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (but not limited to, strikes, lockouts, accidents, war, fire, reduction in or unavailability of power at the manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.
Payment
1. Unless otherwise stated all prices or charges quoted are exclusive of VAT, which shall be payable in addition thereto.
2. The Buyer shall pay the price of the Goods in full within [30 days of the date of the Company's invoice, and if the price is not then paid, the Seller may bring an action for the price even if title to the Goods has not then passed to the Buyer]. The Buyer shall pay the price of the Goods in full without any discount, deduction, set-off or abatement.
3. Without prejudice to its other rights the Company may (both before and after judgment) charge interest above the then current base rate of National Westminster Bank plc on overdue payments for the Goods.
Tolerances
All measurements and specifications quoted are nominal and are subject to manufacturing tolerances.
Quantity delivered may vary against quantity ordered by no more than +/-10% of quantity ordered (excluding Oxo Biodegradable grades).
The average thickness of films supplied may vary up to a maximum of 10% of thickness ordered.
The nominal film width will be within +/-10mm maximum of ordered width.
Reel weights will not exceed 250kgs per reel unless otherwise agreed between the customer and SJA Film Technologies Ltd.
Storage
All goods supplied must be stored at room temperature and used within 3 months (90) from date of delivery.
Miscellaneous
1. The Contract shall be governed by and construed in accordance with the laws of England to the jurisdiction of whose courts the parties agree to submit.
2. If any of these Conditions or any part thereof:
  1. purports to exclude or restrict or limit any liability and such exclusion or restriction or limitation is prohibited or rendered void or unenforceable by any legislation to which they are subject, or
  2. is itself prohibited or rendered void or unenforceable by any legislation to which it is subject, then the exclusion, restriction or limitation of the condition or part thereof in question shall be so prohibited or rendered void or unenforceable to the extent to which it is prohibited or rendered void or unenforceable and no further and the validity or enforceability of any other parts of these Conditions shall not thereby be affected.
3. Any notice request or other communication to be given by the Seller or the Buyer under any Contract may be delivered by hand or sent by prepaid registered mail or by telex or by fax to the address stated on the relevant order or, if no such place be stated, to the other party's principal place of business or to such other address as may be notified in writing by either party to the other for that purpose and shall be deemed received if delivered by hand when delivered and if so sent shall be deemed to have been received when in the ordinary course of transmission it should have been received at the address to which it was sent (and if sent by telex on the correct "Answerback" appearing at the end of the sender's copy of the telex) or within five working days, whichever is the earlier. In proving delivery by prepaid registered mail it shall be sufficient to prove that the envelope containing the notice request or other communication was properly stamped, addressed and posted.
4. Any waiver by the Company of any breach of any Contract shall not be considered as a waiver of any subsequent breach of the same or any other provision.