All sales effected by Oxford Plastic Systems Limited (“the Company”) shall be made on the following terms and conditions which supersede earlier sets of conditions appearing in the Company’s letters, invoices, or elsewhere, and shall override any terms or conditions stipulated, incorporated, or referred to by the buyer in the Order or in any negotiations, and the Company will not contract under any other terms or conditions whatsoever unless expressly agreed in writing by a Director of the Company.
For the purposes of these terms and conditions, all references to “goods” shall be construed as including reference to any tooling provided by the Company.
All orders are accepted and quotations are made on the basis that prices are subject to revision without notice and all goods will be invoiced at prices ruling at the time of dispatch.
Payment for goods supplied shall be made 30 days from the date of invoice unless the buyer is notified otherwise and prompt payment is a condition precedent to future deliveries.
The Company reserves the right to charge interest at a rate of 21/2% above the base rate of Barclays Bank plc from time to time in respect of late payments, and such interest shall be payable before and after judgment.
Any time or date named by the Company for delivery is given and intended as an estimate only. Time of delivery shall not be of the essence and the Company shall not be liable to make good any loss or damage whatsoever arising directly or indirectly out of delay in delivery howsoever caused and the buyer shall be obliged to accept delivery notwithstanding such delay.
Each delivery shall be considered a separate contract.
Where goods are delivered to an independent carrier for transmission to the buyer, and risk in the goods has already passed to the buyer, the Company shall be under no obligation to make a reasonable contract of carriage on behalf of the buyer although it will make every effort to do so. Immediate written notice shall be given to the Company and to the carriers of any partial loss or damage in transit or of the non-arrival of the goods within 5 days of the date of dispatch notice.
Notwithstanding that the property in the goods may remain in the Company, from time of the dispatch of the goods from the Company’s Works or Stores until delivery to the buyer, the risk of any loss or damage to or deterioration of the goods from whatever cause shall be borne by the buyer.
The Company shall be deemed to have fulfilled its contractual obligations in respect of any delivery though the weight of the product in question may be up to 17.5% more or less than the weight specified in the Order.
Notwithstanding that a sample of the goods be exhibited to and inspected by the buyer, such sample is so exhibited and inspected solely to enable the buyer to judge for himself the quality of the bulk, and not so as to constitute a sale by sample. The buyer shall take the goods at his own risk as to their corresponding with the said sample.
These conditions shall be the conditions of the contract and any term condition or warranty, whether written or oral, which might otherwise be implied by statute, common law, or otherwise in any sale by the Company or in any contract connected thereto as to quality or fitness for any particular purpose (whether or not the purpose has been made known to the Company) of goods sold by the Company insofar as the same may be lawfully excluded is hereby expressly excluded, except insofar as the same relates to the liability of the Company for death or personal injury resulting from negligence, and subject thereto the Company shall be under no liability in respect of any error, neglect, omission, or default by itself, its servants, or agents in giving advice or information concerning the nature, properties, or suitability for any particular purpose of goods sold or to be sold by the Company.
Without prejudice to Condition 11, specifications or data provided by the Company to the buyer in relation to the goods are given solely to assist the buyer in assessing the suitability of any goods supplied to the process for which they are ordered. No warranty whatever is given in respect of any such specifications or data provided and it is the responsibility of the buyer to make such tests as may be necessary to establish the suitability of any goods ordered for the purposes for which they are required by him.
If the buyer wishes to claim that the goods are faulty for any reason, he shall only be entitled to do so within a period of 5 days after delivery of the goods.
If the buyer wishes to cancel an order or return goods after dispatch (does not apply to bespoke moldings) for any reason other than in point 14, he shall be subject to a 10% handling charge.
Should the buyer make any default in any of his obligations hereunder or otherwise in respect of the Company or commit any act of bankruptcy or cease business or threaten to cease business or being a company go into liquidation or have a Receiver appointed of all or any of its assets, the Company may cancel the contract insofar as it relates to goods undelivered at the date of cancellation without thereby incurring any liability to the buyer whatsoever.
Notwithstanding delivery and the passing of risk in the goods to the buyer, the property in the goods shall not pass to the buyer but shall remain the sole and absolute property of the Company as legal and equitable owner until the Company has received in cash or cleared funds payment in full of the price of such goods and all other goods agreed to be sold by the Company to the buyer for which payment is then due, and pending such payment, the following provisions shall be applicable to such goods:
The buyer shall at all times hold the goods as bailee for the Company.
The buyer shall mark and keep the goods so as to identify them clearly as the property of the Company.
The Company shall be entitled at any time by its servants or agents at the buyer’s expense to enter the buyer’s premises and to recover and dispose of the goods, and the buyer shall make no claim against the Company in respect of any such entry or disposal save as to recover any balance remaining after satisfaction of all amounts due from the buyer to the Company. This right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to any accrued rights of the Company thereunder or otherwise.
The due performance of any contract is subject to cancellation or variation by the Company as a result of an inability to secure labor, materials, or supplies, or as a result of any act of God, war, riots, or civil disturbance, strike, lockout, or other labor dispute, fire, flood, drought, or accident, legislation, requisitioning, or other Act or order by any Government Department, Council, or other duly constituted Authority, or of any other cause (whether of the forgoing classes or not) beyond the Company’s control, and in such event no liability shall attach to the Company for any reason whatsoever.
We may transfer information about you to our bankers/financiers, in order for them to provide their services to us and other customers of theirs and to help them to (a) obtain credit insurance; (b) undertake credit control; (c) undertake assessment and analysis (including credit scoring, market, product, and statistical analysis); (d) securitize debts; and (e) protect their interests. We or our bankers/financiers may make credit reference agency searches in respect of your business and its principals. Please note that credit reference agencies make a record of searches which may be used to prevent fraud or money laundering or by other subscribers to make credit decisions about you. Our bankers/financiers may give information about you and your indebtedness to the following for the purposes stated:
any other divisions or associated companies of theirs—for the business purposes of such divisions or companies;
our or their insurers—to quote for and issue any credit policy or to deal with any claims;
any advisers acting on our or their behalf—so the advisers can carry out their services;
any business to whom your indebtedness or our financing arrangements with them may be transferred—to facilitate such transfer;
any person to whom they have a duty of disclosure or to whom the law permits disclosure. Our bankers/financiers may make decisions about you solely using an automated decision making process, such as credit scoring; however, they will tell us (and in turn we will tell you) if they make a significant decision only using such a process. Through us, you can then request a review of their decision using other means Our bankers/financiers may monitor and/or record your phone calls to them for training and/or security purposes. We will provide you details of our bankers on request, including a contact telephone number from where you can obtain details of the credit reference agencies used by them and any third parties to whom information is transferred.
These Conditions shall in all respects be construed and operate as a contract made in England and in accordance with the laws of England and the buyer shall submit to the jurisdiction of the Courts of England.