Terms and Conditions
1. Application of Conditions
1.1 These Terms and Conditions of Sale ("Conditions") shall apply to all quotations, offers, purchase orders, accepted by Options Limited or its assigns (hereinafter "the Company") and deliveries to any person, firm or company with whom the contract is made (hereinafter "the Customer") to the exclusion of any other business terms of the Customer.
1.2 No statement, illustration or drawing in any circular, catalogue, advertisement or other communication in whatsoever form shall be deemed to imply any warranty or condition unless the same is specifically incorporated in a written contract.
A quotation of the Customer shall not constitute an offer and no order shall be binding on the Company unless and until the Company has given written acknowledgement of its acceptance of such order ("Order Confirmation"). In the event that the Products as described in the contract ("the Products") are delivered without the Order Confirmation, the invoice shall be deemed to constitute the Order Confirmation.
The Products are supplied in accordance with technical specifications and test results proving conformance with the specification in force at the time of concluding the contract between the Company and the Customer (“the Technical Specification”). Any additions and alterations made to the Technical Specification by the Company at the request of the Customer shall be subject to an additional charge.
- 1 The Company shall accept no liability for suitability of the Product for the Customer’s particular purpose. The Customer shall be responsible for testing the Product for suitability of purpose prior to industrial use at its own cost.
- 2 The Company’s experience is at the Customer’s disposal; however, it is the Customer’s responsibility to be satisfied, prior to placing an order, that the requested product specification is suitable to meet the application and performance demands of the Customer’s product to be packaged. The Company accepts no liability for any consequential losses arising from such unsuitability.
- 3 All product supplied by the Company will be strictly in accordance with its Standard Product Specifications unless otherwise specified and agreed in writing at the order acceptance stage. The Company reserve the right to make in-house decisions when interpreting and applying minor functional or aesthetic changes. Where appropriate, materials of no less quality than those quoted may be substituted for quoted materials.
- 4 All tools made or provided by the Company shall remain the property of the Company not withstanding any contribution by the Customer to the costs thereof. Such tools may not be withdrawn from the Company’s possession and no rights are granted to the Customer in respect of any technical design features, which are the property of the Company, and which may be incorporated in tools. All design work carried out on behalf of the Customer remains the intellectual property of the Company.
- 1 Unless otherwise agreed payment is due in full on the date of order.
- 2 If payment is not made in accordance with section 4.1 above, or if at any time the credit standing of the Customer has (in the opinion of the Company) been impaired, the Company may refuse delivery of any Products ordered until arrangements so to payment or credit have been agreed which are reasonably satisfactory to the Company.
- 3 We will be entitled to charge you interest at 4 %, above the current base lending rate of Barclays Bank Plc compounded daily on the amount outstanding until it has been paid in full.
5.1 No notice of cancellation of an Order shall be valid unless given in writing.
- 2 If written notice of cancellation is received by the Company, the Company reserves the right to charge the full amount of the Order.
Unless the Company otherwise agrees, delivery shall be made to the delivery point specified at the time of the initial order.
- 1 Stated delivery times are no more than an estimate on the part of the Company and shall not be binding upon the Company which shall not be liable for any costs or damage caused by reason of any delay in delivery.
- 2 It shall be deemed as understood that any client placing an order with the company are also requesting that the company provides a quotation on behalf of a third party delivery service. Where the company has quoted for and or been requested to provide or organise the delivery services of a third party, the company shall not be liable for any losses arising from late delivery and or damage or losses in transit. The automatic provision of a third party delivery service is done so only in the interest of efficiency and may be waivered by the Customer at the quotation or order stage.
7. Passing of Title
- 1The legal title of the Products shall not pass to the Customer until all sums due or payable by the Customer to the Company whether in respect of the Products or otherwise howsoever shall have been received by the Company. Until such time the Customer shall hold the goods as bailee of and in a fiduciary capacity for the Company and shall further:-
- Store the Products separately from any other Products and so as to be identifiable as the property of the Company;
- Be responsible for any loss or damage to the Products howsoever caused;
- Except as provided in sub-clause (7.1.2) hereof, not sell, pledge, assign, charge or otherwise dispose of the Products or any interest herein;
- Deliver up the Products to the Company at any time on demand and/or permit the Company its servants or agents, at any time without notice to enter upon the Customer's premises and retake possession of the Products.
7.2 The Customer shall be entitled to sell in the ordinary course of its business any of the Products, in which title shall not have passed to it, on condition that the Customer shall hold on trust for and (on demand made by the Company) pay or transfer to the Company the proceeds of such sale and all claims that the Customer may have against its purchaser as the result of such sale.
7.3 The Customer (if so requested by the Company), any liquidator, receiver, manager or administrator of the assets of the Customer shall pay into a separate bank account for the sole benefit of the Company all sums received in respect of any sale by the Customer or the liquidator, receiver, manager or administrator of any on the Products in which title has not passed to the Customer.
7.4 Pending payment of the full purchase price of the Products, Customer shall at all times keep the Products comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by the Customer in an amount equivalent to the price outstanding.
8. Passing of Risk
The risk in the Products shall pass to the Customer when the Products are tendered for delivery at the delivery point specified in the Order Confirmation or in the event that the Products are collected by the Customer when they are loaded into the vehicle of the Customer or of his carrier or other agent.
9. Conditions and Warranties
Save as provided in Section 12 of the Sale of Goods Act 1979, any conditions or warranties (whether express or implied by statute or common law or arising from conduct or by previous course of dealing or trade custom or trade usage or otherwise, how so ever) as to the quality of the Products or the fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Company) are hereby expressly excluded.
10. Defective Products
- 1 In substitution for all rights which the Customer would or might have but for these conditions, the Company undertakes that if the Products are found upon inspection by or on behalf of the Company to prove not to conform to the Company's specification, the Company will (at its option) :
- replace the Products found not to conform to the specification;
2. bring the Products in the conformity with the specification of the Company or;
10.1.3 take back the Products found not to conform to the warranty and refund the appropriate part of the purchase price.
- the liability of the Company shall in no event exceed the purchase price of the Products and
2. performance of any one of the above options (as limited by 10.1.3 above) shall constitute an entire discharge of the Company's liability under this warranty;
3. the Products have been accepted and paid for
10.1.7 in addition, the foregoing warranty is conditional upon:
1. the Customer giving written notice to the Company of the alleged defect in the Products; such notice to be received by the Company within seven days of the date when such defect appeared or ought to have been discoverable;
2. the Customer affording the Company a reasonable opportunity to inspect the Products;
10.1.7.3 the Customer making no further use of the Products that are alleged defective, or any plant, machinery or other equipment into which the same shall be incorporated, after the time at which the Customer discovers or ought to have discovered that they are defective.
10.1.7.4 The Company will not entertain any claim that arises out of the incorrect storage or handling of delivered goods at the Customer’s (or the Customer’s agent) premises. Goods which are the subject of a claim are the direct responsibility of the Customer (or the Customer’s agent), and must be stored in a protective environment free of charge pending instructions from the Company. Where it is agreed that goods are to be returned to the Company, the settling of any claim will in-part be dependent upon the goods in question being received back on the Company’s premises in good order and, following inspection, are deemed suitable for re-selling where appropriate.
10.2 Nothing in these conditions shall have the effect of excluding or restricting the liability of the Company for debt or personal injury resulting from its negligence insofar as the same is prohibited by United Kingdom Statute.
Representations or recommendations and advice given by or on behalf of the Company to the Customer as to the methods of storing, cleaning, applying or using the Products, the purposes to which the Products may be applied or the suitability of using the Products in any manufacturing process or in conjunction with any other materials are given without liability on a part of the Company, its servants or agents.
12. Notice of Non-Delivery
12.1 In the event that the quantity of Products delivered does not correspond with the quantity stated in the written Order Confirmation the Customer shall only be liable to pay for the quantity delivered in the case of short-delivery and for the contract price in the event of over-delivery (subject in the latter case to permitting the company to collect the surplus Products) provided that in no event shall such short or over-delivery entitle the Customer to damages or give the Customer the right to rescind.
12.2 It is the Buyers responsibility, regardless of delivery address, to ensure the goods are as ordered and are of satisfactory quality.
The Buyer must:(i) Check correct description and quality of goods on delivery note and product labels. (ii) Check goods physically correspond with the sample from which order was placed i.e. correct colour, design and appearance. (iii) Ensure that goods are of an acceptable quality. (iv) Check the quantity of received goods is correct. (v) Ensure correct identification of face and reverse. In the event of any discrepancy whatsoever, the Buyer must notify the Seller within 3 working days of arrival of consignment and before the goods are processed in any way. Otherwise no responsibility can be accepted for any claims. (G) Upon acceptance of deliveries the Buyer must sign the Carrier's delivery note. Should examination at the time of delivery not be possible, the delivery note must be signed 'unexamined.' in order for any subsequent claim to be acceptable for damage in transit. Claims for loss or damage must be made within 3 working days of arrival of consignment, informing the Seller and the Carrier of the loss and damage involved. The Seller shall not be held liable, otherwise. (H) Non-arrival of goods within 5 working Days from the date of our invoice must be notified to the Seller. Claims for non-arrival must be made within 5 working days of notification to the Seller.
- 3 Any surplus Products delivered shall remain the property of the company and the Customer shall take all reasonable precautions for the safe custody and protection of such surplus Products until the time of their removal by the Company.
12.4 In no circumstances shall any of the Products be returned to the Company without its prior written consent.
13. Force Majeure
The Company shall not be liable for any loss or damage caused by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Company's control including but not limited to an Act of God, war, civil disturbance, requisitioning governmental or parliamentary restrictions, prohibitions or enactment of any kind; import or export regulations; strike; lock-out or trade dispute (whether involving its own employees or those of any other person); difficulties in obtaining workmen or materials; difficulties in obtaining relevant information; breakdown of machinery; breakdown of the internet; fire; or accident. Should any such event occur the Company may cancel or suspend this Contract without incurring any liability for any loss or damage thereby occasioned.
The Customer shall indemnify the Company against all costs, claims, losses, expenses or damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement of patents, trademarks, copyright, registered designs, design rights or other intellectual property right occasioned by the importation, manufacture or sale of the Products if made to the specification or special requirements of the Customer.
The contract is personal to the Customer and may only be assigned by it with the prior written consent of the Company.
No neglect, delay or indulgence on the part of the Company in enforcing the terms and conditions of the Contract shall prejudice the strict rights of the Company hereunder or be construed as a waiver thereof.
- Terms of Contract and Controlling Law
These conditions shall in all respects be governed by and construed in accordance with English law.