PETER BRYSON PACKAGING SCOTLAND LIMITED CONDITIONS OF SALE
1. THESE CONDITIONS OF SALE unless otherwise agreed in writing by Peter Bryson Packaging Scotland Limited (the “seller) shall override any terms or conditions stipulated, incorporated or referred to by the buyer in his order or negotiations.
2. SUBJECT to the conditions set out below we warrant that the goods will correspond with their specification at the time of delivery and will be free from defects in material for a period of 6 months from the date of their initial use or 6 months from the date of delivery, whichever is the first to expire.
The above warranty is given by us subject to the following conditions:
2.1 We shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the buyer.
2.2 We shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the goods without our approval).
2.3 We shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment.
2.4 We shall be under no liability under the above warranty (or any other warranty, condition or guarantee) in respect of variations in quantity of the goods (for which a margin of plus or minus 10% applies) or in respect of gauge of material or in respect of the size of the goods from which manufacturing trade tolerances will apply.
2.5 We shall be under no liability under the above warranty (or any other warranty, condition or guarantee) an exact match.
2.6 The above warranty does not extend to materials or equipment not manufactured by us, in respect of which the buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to us.
3. SUBJECT as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 or the Unfair Contract Regulations) all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
4. Where the goods are sold under a consumer transaction the statutory rights of the buyer are not affected by these conditions.
5. Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond in speciation shall (whether or not delivery is refused by the buyer) be notified to the seller within 7 days of the date of the delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract. In no event shall the buyer be entitled to reject the goods on the basis of any defect or failure, which is so slight that it would be unreasonable for the buyer to reject them.
6. Any claim by the buyer for non-delivery of goods shall be notified to the seller within 5 days of the invoice date. If the buyer does not notify the seller accordingly, the buyer shall not be entitled to make any claim in respect of non-delivery of the goods and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
7. Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to the seller in accordance with these conditions, the seller shall be entitled to replace the goods free of charge or at the seller’s sole discretion, refund top the buyer the price of the goods (or a proportion as part of the price) but the seller shall have no further liability to the buyer.
8. Except in respect of death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the expressed terms of the contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) costs, expenses, or other claims for compensation whatsoever (whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the buyer and the entire liability of the seller under or in connection with the contract shall not exceed the price of the goods except as may be expressly provided in these conditions.
9. Failure to deliver within the time stated, on the part of the seller shall not entitle the buyer to any claim upon the seller by reason of such failure.
10. FORCE MAJEURE. Every effort will be made to carry out the contract but its due performance is subject to cancellation by the seller or to such variations as he may find necessary as a result of inability to secure labour, materials or supplies or as a result of any Act of God, War, Strike, Lockout or other labour disputes, Fire, Flood, Drought Legislations or other cause (whether of the foregoing class or not) beyond the seller’s control.
11. COST VARIATION. Quotations are based on the current costs of raw materials and are subject to amendment by us on, or at any time after acceptance to meet any rise or fall in such costs. We shall be entitled to charge for over or deduct for shortages.
12. V.A.T. We shall be entitled to charge the amount of any VAT payable whether or not included on the quotation or invoice.
13. BUYERS PROPERTY AND PROPERTY SUPPLIED. Buyer’s property and all property supplied to us by or on behalf of the buyer will be held at the buyer’s risk. Where the buyer supplies materials adequate quantities shall be supplied to cover spoilage.
14. ARTWORK, DESIGNS AND BLOCKS supplied by the seller, remain the seller’s property unless charged in full.
15. OUR TERMS are strictly nett and payable 30 days from date of invoice. If an invoice remains outstanding beyond 30 days from its date, all other invoices to the buyer, regardless of their date, shall if not already so become immediately due and payable. Where additional expenses are incurred in the recovery of an overdue debt, through using a debt recovery agency, we shall be entitled to invoice the buyer for these charges. We reserve the right to charge interest at 1% per month on overdue sums from the date of invoice until paid.
16. COMPLAINTS in respect of alleged faulty goods shall not be a ground for withholding payment by the buyer of his accounts and shall not give any right of set-off against payments due from the buyer to the seller.
17. The method of disposal of any rejected goods is entirely at the discretion of the seller.
18. CANCELLATION or amendments to orders will only be considered if submitted in writing to the seller. The buyer shall be responsible for any loss of profit or additional costs incurred by the seller should the seller choose to accept such cancellations or amendment.
19. CARRIAGE charge of r return of goods accepted by the seller as faulty will be subject to credit by the seller only from the original point of delivery.
20. TITLE to all goods invoiced will remain with the seller Peter Bryson Packaging Scotland Limited until the buyer pays the full price for theses goods and any other sums, which are owed to or claimed by the seller on any account.
21. The Buyer is responsible for keeping the goods in a suitable condition appropriate to the goods delivered. The goods shall be kept separate and distinct from all other property of the buyer and of third parties and in good and substantial repair and condition and be stored and labeled in such a way as to be clearly identifiable as belonging to the seller and the buyer will keep the goods free from, and will indemnify the seller against any charge, lien or other encumbrance thereon.
22. If the buyer becomes a subject of LIQUIDATION, BANKRUPTCY or other insolvency proceedings or a RECEIVER or ADMINISTRATOR is appointed over any of the assets of the undertaking of the buyer, or if the buyer makes any arrangement or composition with creditors, the buyer shall immediately make the goods available for collection by the seller, if requested and the buyer hereby authorizes the seller to enter into ANY premises belonging to the buyer for the purposes of recovering the goods.
23. GOVERNING LAW. The construction, validity and performance of these conditions shall be governed by and construed in accordance with SCOTS LAW and the seller and the buyer hereby agree to submit to the exclusive jurisdiction of the Scottish Courts.
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