Terms & Conditions

1. DEFINITIONS:

a) “Buyer” means the person, firm or company from whom an Order is accepted by the Company.

b) “Company” means Vaplas Ltd, and its subsidiary companies.

c) “Goods” shall mean any goods, products or services supplied under the terms of the contract.

d) “Order” means the order placed by the Buyer for the supply of Goods or services.

e) “Conditions” means these Standard Terms and Conditions of Sale.

f) “Contract” means the contract for the sale of the goods or services by the Company governed by these conditions.

2. THE AGREEMENT

a) Any order sent to the Company by the Buyer shall be accepted entirely at the discretion of the Company and will only be accepted upon these Standard Terms and Conditions of Sale (hereinafter referred to as the “Conditions”).

b) Each order which is so accepted shall constitute an individual legally binding Contract between the Company and the Buyer and such Contract is hereafter referred to in the Conditions as an “Order”.

c) These Conditions shall override any contrary, different of additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Buyer, and no addition, alteration or substitution of these terms will bind the Company or form part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Companies Behalf.

d) If any term or condition herein(or part thereof) is held to be invalid for any reason by any Court or competent authority it is to that extent to be deemed removed from the Contract without prejudice to the validity or effectiveness of the remaining terms and conditions hereof.

e) The rights of the Company shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver of any breach shall operate as a waiver of any subsequent breach.

3. CANCELLATION

a) No cancellation by the Buyer is permitted except where expressly agreed by the Company in writing.

4. PAYMENT TERMS

a) Payment shall be made 30 days after the date of invoice net.

b) If the account is overdue, the Company may suspend, without notice, performance of any of its obligations or agreements.

c) The Buyer shall reimburse to the Company all costs and expenses (including legal costs) to the Terms and Conditions as stated in Section 4a, any amount incurred in the collection of any overdue amount in the event of non payment.

5. TITLE OF GOODS

a) The title & property in the Goods shall remain with the Company until it has received in cash the full payment due under the contract.

b) So long as the goods remain the property of the Company the Buyer shall hold the goods as bailee only, and shall keep them clearly marked as the property of the Company and separate from any other goods in the Buyers possession, and the Company shall as bailor be at liberty to enter upon the premises of the Buyer for the purposes of repossessing the goods at any time prior to payment in full , therefore without prejudice to any other right which the Company may have against the Buyer under the Contract.

6. RISK

a) Risk in the goods or services shall pass to the Buyer when the goods or services have been delivered.

7. LIABILITY

a) Except expressly mentioned in these conditions, the Company shall have no liability of any kind to the Buyer in respect of any loss or damage(whether direct, indirect or consequential) suffered by the Buyer, whether in contract or negligence or otherwise howsoever, other than for death or personal injury to the extent that it is caused by the negligence of the Company, its servants or agents.

8. TOLERANCES

a) Unless the Buyer specifies in writing in the order, any particular tolerances concerning dimensions, lengths or weight and supplies all necessary and sufficient detail in such specification (or if the Buyers specification is only partially complete in any respect) the goods will be supplied in accordance with normally commercially acceptable standards and will be of ordinary commercial quality. The company is the sole judge of the adequacy of the details supplied by the Buyer.

b) The Company shall not be obliged to produce test and performance certificates unless requested by the Buyer and accepted by the Company in writing.

9. SPECIFICATION VARIATIONS

a) In line with the Companies commitment to the continual improvement of its goods, products and services, the Company reserve the right to alter any specification without prior reference to the Buyer, provided the goods supplied comply in all known respects with the Buyers requirements.

10. FORCE MAJEURE

a) The Company shall have no liability whatsoever for any failure to perform, or for any delay in performance.

11. NOTICES

a) Any notice required to be given in writing under the Contract shall be given either by facsimile or by first class post addressed to the registered office of the party for which it is intended.

12. GOVERNING LAW

a) This contract shall be governed by the Law of England and subject to the exclusive jurisdiction of the United Kingdom Courts.

13. DIVISIBILITY CLAUSE

a) This contract is divisible. Each delivery made hereunder: 1) shall be deemed to arise from a separate contract, and 2) shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and notwithstanding any defect of default in delivery of any other instalment.

3rd September 2002

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Unit 6 Tuscany Court, Express Way Normanton, West Yorkshire, WF6 2AE

01924 220 050