ALPLAS LIMITED TERMS AND CONDITIONS OF SALE
In these Conditions: “Buyer” means the person or Company named on the Order Acceptance or whose Order for Goods is otherwise accepted by the Seller. “Goods” means the Goods (including any installment of the Goods or any parts for them) which the Seller is to supply in accordance with the Contract “Order” means an Order confirmed by the Seller on the Order Acceptance or an Order otherwise accepted by the Seller “Order Acceptance” means the Acceptance of Order signed by an authorized representative of the Seller “Seller” means Alplas Limited whose full details appear on the Order Acceptance “Conditions” means these standard Terms and Conditions of Sale “Contract” means the Contract for the sale of the Goods which arises on and not before acceptance by the Seller of the Order as set out in the Order Acceptance or acceptance by the Seller of an Order otherwise placed by the Buyer.
2. BASIS OF THE SALE
2.1 The Seller shall sell and Buyer shall purchase the Goods in accordance with the Order Acceptance or any Order of the Buyer which is otherwise accepted by the Seller, and subject in all cases to these Conditions, which shall govern the Contract to the exclusion of any other Terms and Conditions. 2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller. 2.3 The Seller shall not be liable for any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods.
3.1 No Order submitted by the Buyer shall be deemed to be accepted by the Seller and no Contract shall arise for the sale of the Goods unless and until confirmed in writing by the Seller’s authorized representative. 3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller all necessary information relating to the Goods within a sufficient time to enable the Seller to perform its obligations the Contract in accordance with its terms. 3.3 The Seller reserves the right to apply a minimum Order value of £75 excluding the cost of delivery and Value Added Tax. 3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer will indemnify the Seller in full against all losses including loss of profits, costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. A charge of 15% of the Order value in addition to the losses outlined above shall be charged to the Buyer in respect of any cancelled Orders. Any Orders cancelled in accordance with this clause shall be returned by the Buyer to the Seller at the Buyers cost and the Seller shall only be obliged to accept them if they are in good condition. 3.5 Tailor made items are not refundable in accordance with this clause 3
4. SPECIFICATION AND QUANTITITES
4.1 The Goods will comply with specification in all material respects and minor discrepancies will be accepted by the Buyer. The length of extruded Goods may vary by a tolerance of up to +/-2mm and provided they meet these tolerances will be deemed to be in conformity with the Order. A delivered quantity of Goods of 5% more or less than the Order shall be deemed to be in conformity with the Order. Where delivery is more or less than the Order, the invoiced price of the Goods will be increased or decreased pro rata. 4.2 The Seller reserves the right to make minor changes in the specification of the Goods in accordance with good manufacturing practice or which are required to conform to any applicable statutory or EEC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
5. THE PRICE OF THE GOODS
5.1 The price of the Goods shall be the Seller’s price as specified in the Order Acceptance or as agreed between the Seller and the Buyer at the time the Order is accepted or where the Seller can demonstrate that the costs of manufacture have increased between acceptance of the Order or delivery of the Goods at the date of delivery of the Order. 5.2 The price of the Goods as specified in the Order Acceptance or agreed between the Seller and the Buyer at the time the Order is accepted is exclusive of delivery charges and any applicable Value Added Tax, for which the Buyer shall be additionally liable to pay to the Seller.
6. TERMS OF PAYMENT
6.1 The Buyer shall pay the price of the Goods at the time of placing the Order unless the Buyer is an approved account holder, in which event the Buyer shall pay the price within 30 days of the date of the Seller’s invoice. Receipts for payments will be issued only upon request. 6.2 If the Buyer fails to make any payment on its due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 6.2.1 Cancel the Contract or suspend any deliveries to the Buyer; and 6.2.2 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 10 per cent per annum (calculated daily) from the date of the invoice until payment is made in full.
7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place of delivery is agreed by the Seller, by the Seller delivering Goods to that place even if the Buyer fails to take delivery of the Goods at that place. 7.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract. 7.3 If the Buyer fails to take delivery of the Goods then, without prejudice to any other right or remedy available to the Seller, the Seller may: – 7.3.1 Store the Goods until actual delivery and charge the Buyer for the reasonable cost (including insurance) of storage; or 7.3.2 Sell the Goods at the best price readily obtainable and, (after deduction all reasonable storage and selling expenses) account to the Buyer for the excess over the price agreed in the Contract or charge the Buyer for any shortfall below that price.
8. RISK AND PROPERTY
8.1 Risk in the Goods shall pass to the Buyer: – 8.1.1 In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or 8.1.2 In the case of Goods delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer fails to take delivery of the Goods, the time when the Seller has delivered the Goods to the specified premises. 8.2 Any claim by the Buyer which is based on any defect in the quality, quantity or condition of the Goods or the failure to correspond with specification shall be notified to the Seller by email within one working day from the time of delivery in respect of any damage resulting from delivery and otherwise in writing within 14 working days from the date of delivery as set out in Condition 7.1. 8.3 Notwithstanding delivery and passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer unless the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due. 8.4 Until such time that the property in the Goods passes to the Buyer, the Buyer shall hold the Goods to the order of the Seller and shall keep the Goods separate from any other goods of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to re-sell or use the Goods in the ordinary course of its business, provided that the Buyer holds the proceeds of sale of the Goods upon trust for the Seller. 8.5 Until such time as the property in the Goods passes to the Buyer, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. 8.6 The Buyer shall not be entitled to pledge or in any way charge any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
9. WARRANTIES AND LIABILITIES
9.1 The Seller will, at its discretion, either replace or refund the price of any Goods (and refund any delivery costs in respect of those Goods) that the Seller accepts fail to correspond with their specification at the time of delivery or any Goods which the Seller accepts suffer from defects in material or workmanship within a period of six months from delivery. 9.2 Clause 9.1 is subject to the following conditions:- 9.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer; 9.2.2 the Seller shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval; 9.3 The Seller shall be under no liability under Clause 9.1 if the total price of the Goods was not paid by the due date for payment. 9.4 The Buyer will give the Seller a reasonable opportunity to inspect, examine and test the Goods at the Buyer’s premises and the Buyer will not return them to the Seller unless and until requested to do so. 9.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 9.6 In relation to any claim against or liability of the Seller under the Contract the maximum amount of damages payable by the Seller will be the price of the Goods.
10. FORCE MAJEURE
10.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any failure to perform any of the Seller’s obligations under the Contract if the failure is due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control: – Act of God, explosion, flood, tempest, fire or accident; war or threat of war, terrorist act, sabotage, insurrection, civil disturbance or requisition; Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any Governmental, Parliamentary or Local Authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; and power failure or breakdown in machinery.
11.1 The Buyer will indemnify the Seller against any liability or claim of whatsoever nature made against the Seller in respect of the use of the Goods by the Buyer or any third party to whom the Buyer has sold the Goods, except where the Seller cannot lawfully exclude such liability or claim.
12. INSOLVENCY OF THE BUYER
12.1 This clause applies if: – 12.1.1 the Buyer makes any voluntary arrangement with its creditors (being an individual or firm), becomes bankrupt or dies or (being a company or other corporate entity) becomes subject to an Administration Order or goes into liquidation or otherwise ceases to exist; or 12.1.2 an Encumbrancer takes possession, or a Receiver is appointed, of any of the property or assets of the Buyer; or 12.1.3 the Buyer ceases, or threatens to cease, to carry on business; or 12.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer. 12.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract without any liability to the Seller, and if Goods have been delivered but not paid for, the price shall immediately become due and payable notwithstanding any previous agreement or arrangement to the contrary.
13. DESIGN RIGHTS
13.1 The Seller is not responsible to the Buyer for any infringement of patent, copyright, design, trademark or other industrial or intellectual property rights of any other person occurring as a result of the Seller manufacturing and selling any of the Goods. Notwithstanding the above if any of the goods so infringes the Seller will use its reasonable endeavors to procure the right of the Buyer to use such Goods. Any industrial or intellectual property rights in any product manufactured by the Seller or in any design, drawing or illustration produced by the Seller remains the property of the Seller unless otherwise agreed in writing with the Buyer. The Buyer will indemnify the Seller in relation to any liability suffered by the Seller in the manufacture of Goods to the Buyer’s specification where such specification infringes patent, copyright, design, trademark or other industrial or intellectual property rights of any other person.
14.1 Any dispute arising under or in connection with the Contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the British Plastics Federation, in accordance with rules and the Arbitration Act 1996. 14.2 The Laws of England shall govern the contract, and the Buyer agrees to submit to the-exclusive jurisdiction of the English Courts.
15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principle place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. 15.2 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. 15.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
16. SPECIAL CONDITIONS RELATING TO CONSUMER CONTRACTS
Notwithstanding the above provisions the following provisions apply in relation to sales where the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“the Regulations”) apply to the sale: 16.1 The Seller has provided the Buyer with the relevant information as provided in Schedule 1, Schedule 2 and Schedule 3 of the Regulations where applicable and will comply with its other obligations in the Regulations. 16.2 In the event that the buyer cancels the Order under their rights under the Regulations then to the extent permissible by law the Buyer shall be required to meet all return charges which the Seller may waive at their absolute discretion. 16.3 The remaining provisions of these terms and conditions of sale shall only apply to the extent that they are not inconsistent with the Regulations.
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