Terms & Conditions of Sale

1. Definitions
   In these conditions:-
   (i) The "Seller" shall mean Apaseal Limited.
   (ii) The "Buyer" shall mean the person, firm, company or corporation by whom an order is placed to purchase Goods or with whom the Contract to purchase Goods is made.
   (iii) The "Goods" shall mean all or any part of the materials supplied or to be supplied by the Seller to the Buyer.
   (iv) The "Contract" shall mean the contract for the purchase and sale of Goods.



2. General
   These conditions of sale comprise the basis on which the Seller offers goods for sale and in any resulting contract, unless set out in these conditions, no terms or conditions put forward by the Buyer shall form any part of the Contract. No variation of, addition to, or deletion from these conditions of sale shall be effective unless in writing and signed by authorised representatives of the Buyer and the Seller.
   The Seller reserves the right to set off against any amount due to the Buyer any debt due from the Buyer to the Seller or to any associate or subsidiary of the Seller.
   The Buyer acknowledges that in entering into the Contract it does not rely on any representations or statements which may have been made by the Seller or its servants or agents and all such representations or statements are hereby excluded save as may be expressly incorporated into the Contract by these conditions or otherwise.
   
   
3. Acceptance of Orders
   Each order constitutes a separate contract between the parties. Where Goods are to be delivered in instalments and the Seller fails or is alleged to have failed to deliver any one or more instalments in accordance with the terms of the Contract, the Buyer shall not be entitled to treat the Contract as a whole as repudiated.
   The Seller reserves the right to impose a small order surcharge on any order falling below the minimum order value in force on the date the order is placed.
   
   
4. Price
   Goods will be invoiced at the price ruling on the date of despatch or collection irrespective of the date of the order.
   Where at the Buyer's request the Seller agrees to deliver the Goods other than at the Seller's premises the Seller reserves the right to make an exceptional charge for transport packaging and insurance in relation to such delivery.
   Prices will be subject to VAT where applicable and to any other Government taxation.
   
   
5. Payment
   The Seller may require the Buyer to pay cash on or before despatch or collection of Goods. Otherwise payment for Goods by the buyer is due on receipt of this invoice without right of set-off or counterclaim.
   Payment shall be deemed not to have been made until any and all cheques, drafts and bills by which payment is to be effected have been cleared or honoured.
   The Seller reserves the right to charge interest on overdue accounts both before and after judgement at the rate of 4% per annum above the base rate for the time being of the National Westminster Bank PLC or 9% per annum, whichever is the higher, such interest being calculated from the due date for payment until the date on which payment in full of the overdue account and any accrued interest is made by the Buyer.
   
   
6. Quality and Purpose
   The Seller warrants that the Goods shall comply with the Seller's specification for the Goods in question as current from time to time unless otherwise agreed. All other warranties or conditions as to quality or description (statutory or otherwise) are excluded. Goods sold as substandard are warranted only to comply in general terms with the Seller's description or sample.
   Unless otherwise specified, the Seller does not warrant the fitness of the Goods for any particular purpose, even though that purpose has been made known by the Buyer to the Seller.
   The Seller's liability in contract or in tort for any loss or damage (other than death or personal injury) arising (whether or not from the Seller's own negligence) directly or indirectly out of the supply or use of the goods, or of the packages, pallets or containers by which the Goods are delivered, shall be limited to the invoiced value of the delivery from which the loss or damage arises.
   In no circumstances will the Seller be liable for any consequential loss or damage no matter how arising.
   
   
7. Delivery
   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 for delivery is agreed by the Seller, but the Seller delivering the Goods to that place.
   Any dates, times or periods for delivery of Goods quoted by the Seller are estimates only and the Seller shall not be liable for failure to meet such estimates or any costs, charges or expenses incurred as a consequence of such failure. The Buyer shall not be entitled to refuse to accept Goods or to determine the Contract merely because of such failure, unless on or within 14 days of the estimated delivery date the Buyer gives the Seller a written notice specifying a reasonable period within which the Goods are to be delivered and the Seller fails to deliver within that period.
   If the Buyer does not take delivery of the Goods when tendered by the Seller, the Buyer shall be liable for any loss caused to the Seller thereby, and for such costs and expenses as the Seller may incur in storing the Goods and , if applicable, re-delivering them.
   If the Goods are delivered at the Buyer's premises and at the time of delivery the Seller is unable to install the Goods or demonstrate the operation of the Goods at the time chosen by the Seller because of any matter within the control of the Buyer, including but not limited to the non-availability of a suitable power supply or the fact that the Buyer's premises have not been suitably prepared, the Buyer shall be liable for any loss or expense caused to the Seller as a result thereof.
   
   
8. Loss, Damage or Non-delivery
   No claim for short delivery or in respect of damage in transit will be accepted by the Seller unless the shortage or damage where manifest is reported in writing by the Buyer both to the Seller and the carrier within five working days of delivery, and in either such event the sole responsibility of the Seller shall be within a reasonable period to make up the shortfall or to repair or replace the damaged goods.
   Save as set out in clauses 8 or 7, the Seller shall have no liability whatsoever in respect of non-delivery or damage in transit.
   
   
9. Passing of Property and Risk
   Risk of damage to or loss of the Goods shall pass to the Buyer:
   
   (i) if the Goods are delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
   (ii) if the Goods are delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
   
   Goods supplied by the Seller shall remain the property of the Seller until payment in full of all monies owing by the Buyer to the Seller in respect of such Goods has been received by the Seller and until such time, the Buyer shall hold the goods as bailee for the Seller.
   Notwithstanding that property in the Goods has not passed to the Buyer, the Buyer shall be entitled to use the same in the ordinary course of its business and to resell the same provided always that the proceeds of any such resale shall be held on trust by the Buyer for the Seller until such time as the Seller has received payment in full in respect of all amounts owing by the Buyer to the Seller in respect of the Goods.
   Notwithstanding that property in the Goods has not passed to the Buyer, the Seller shall be entitled to sue the Buyer for the price of the Goods if not paid on the due date.
   All Goods which have not passed to the Buyer shall be kept insured by the Buyer for no less than the invoice value of the Goods and any proceeds of such insurance shall be held on trust for the Seller.
   The Seller shall be entitled at any time to repossess Goods which remain the property of the Seller and the Buyer hereby grants to the Seller, its agents and servants a licence to enter upon any premises where such goods are stored for the time being for the purpose of repossessing the same and agrees to give the Seller such assistance as the Seller may require for such purpose.
   
   
10. Returns
    No goods will be accepted for return without the Seller's written authorisation and then only if the Goods are in a saleable condition as determined by the Seller.
    The Seller reserves the right to impose a handling charge on the Buyer in respect of Goods returned.
    Returnable containers and pallets will be accepted for credit by the Seller provided that they are returned to the Seller's premises carriage paid, in good condition, within three months of delivery.
    
    
11. Intellectual Property
    No warranty or representation is given by the Seller that the Goods do not infringe any patents, trade marks, registered designs, copyright, design right or other intellectual property rights.
    The use of the Seller's trade mark requires the prior written approval of the Seller.
    
    
12. Force Majeure
    The Seller shall have no liability to the Buyer for any delay or failure in performance to the extent that any such delay or failure arises from causes beyond the control of the Seller including, but not limited to, fire, floods, acts of Gods, acts or regulations of any governmental or supranational authority, war, riot, strikes, lock-outs and industrial disputes.
    
    
13. Buyer's Undertakings
    The Buyer undertakes to use, handle and store the goods in accordance with the Seller's recommendations for use and all relevant statutory provisions and will notify any person to whom he passes the Goods of the need to comply with such recommendations for use.
    If a third party suffers any loss, injury or damage arising out of the operation and / or use of the Goods, the Buyer shall indemnify the Seller against all claims and costs made against or incurred by the Seller as a result.
    
    
14. General Lien
    The Seller shall have a general lien over any of the Goods or chattels of the Buyer in the Seller's possession for any monies whatsoever due from the Buyer to the Seller.
    If any lien is not satisfied within fourteen days of such monies becoming due the Seller may in its absolute discretion sell such Goods or chattels as agents for the Buyer and apply the proceeds towards the monies due and the expenses of the sale and shall upon accounting to the Buyer for the balance (if any) remaining be discharged from all liability in respect of such Goods or chattels.
    
    
15. Default, Insolvency
    If the Buyer shall commit a breach of these conditions or of any other of his obligations to the Seller, or if the Buyer suffers any judgement or any distress, seizure or execution to be levied against it, or if the Buyer shall make or offer any arrangement or composition with creditors or commit any act of bankruptcy, or if any petition or receiving order shall be presented or made against it, or if the Buyer is a limited company and any resolution or petition to wind up the Buyer's business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented or if a receiver, administrator or administrative receiver is appointed over its undertaking, property, or assets, or any part thereof, without prejudice to any other right or remedy available to the Seller, the Seller may:-
    
    (i) cancel, suspend or determine the Contract or any unfulfilled part thereof.
    (ii) halt any Goods in transit and decline to make further deliveries except upon receipt of advance payment or satisfactory security.
    
    The granting by the Seller to the Buyer or any other indulgence, forbearance or concession shall in no way prejudice or constitute a waiver of the Seller's entitlement to enforce any of its rights under the Contract (except and to the extent that it shall constitute a variation of these conditions which has been made in accordance with Clause 2 of these conditions). 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.
    If the seller terminates the Contract in accordance with Clause 15 then without prejudice to any other rights the Seller may have, it shall be entitled to retain any advance payment made by the Buyer.
    
    
16. Proper Law
    The construction, validity and performance of this Contract shall be governed by the Law of England.