TERMS & CONDITIONS OF SALE

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Effective : 1st January 2014.


1. DEFINITIONS 

In these Conditions (unless the context otherwise requires), the following words and phrases shall have the following meanings: - “the Company” means Denmaur Independent Papers Limited, registered in England and Wales with company number 1707312; “the Buyer” means any company, firm, individual, public body, charity or corporation which buys Goods from the Company; “the Goods” means paper and board and other materials or services that form the subject matter of a contract between the Company and the Buyer; “the Conditions” means these terms and conditions of sale. 


2. CONTRACT TERMS 

2.1 All contracts between the Company and the Buyer are made subject to these Conditions and are not subject to any terms and conditions that may be offered by the Buyer at any time. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer‟s acceptance of these Conditions. 

2.2 Each contract for the sale of paper and or board shall be subject to the British Paper and Board Trade Customs („Trade Customs‟) in force at the date of such contracts save to the extent the Trade Customs are inconsistent with these Conditions. A copy of the Trade Customs is available from the National Association of Paper Merchants of PO Box 2850, Nottingham NG5 2WW. 

2.3 No communication from the Company, whether oral or in writing, to the Buyer shall be of any contractual effect whatsoever or be relied upon by the Buyer as a representation, condition or warranty and no variation, alteration, waiver or addition to these Conditions shall be effective unless given to the Buyer in writing and signed by the Company. 


3. TIME WHEN CONTRACT IS MADE AND BINDING 

3.1 A contract for the sale of Goods is deemed to have been made and binding on the Buyer and the Company:- either at the time when the Company posts its written acceptance of the Buyer‟s offer to buy the Goods. The Buyer shall be deemed to have received the written acceptance on the day after the date that it was sent to the Buyer; or in the event of the Company communicating its acceptance of the Buyer‟s offer by instantaneous written communication, when the acceptance of the offer is sent to the Buyer. 


4. PRICE 

4.1 Any price quoted by the Company to the Buyer is provisional only and, paper is charged at the price ruling on the date the contract is made and binding on the Buyer and the Company. 

4.2 All prices quoted by the Company are inclusive of delivery to the Buyer in the United Kingdom by the Company‟s normal method of despatch. If the Buyer requires delivery by another method then additional charges will apply. 4.3 All prices quoted by the Company are exclusive of Value Added Tax which will be charged at the appropriate rate at the time of invoicing. 


5. PAYMENT 

5.1 Payment for the Goods shall be due on placing the order unless credit terms have been agreed in writing. 

5.2 Where the Company does not require payment when the order is placed and in the absence of any agreed credit terms then the Buyer shall pay the Company the amount set out on the Company‟s invoice: either within 30 days after month end of the date of delivery of the Goods (or part thereof in the instance of a contract involving delivery by instalments) or within such other time as may have been agreed between the Buyer and the Company and set out in writing. 

5.3 Any credit limit offered to the Buyer is subject to withdrawal at any time by the Company in its sole discretion. 

5.4 The Buyer shall be deemed to have received the Company‟s invoice on the day after the date that it was posted. 


6. OVERDUE PAYMENTS 

6.1 If any payment for an invoice is not made when due, time for payment of invoices being of the essence, then: - 

6.1.1 The Company shall be entitled (without further notice to the Buyer) to charge interest from day to day on any overdue payments at the rate of 2% per month calculated on a daily basis from the first day after expiry of the time for payment; and 

6.1.2 payment in respect of all invoices already issued or subsequently issued for Goods already ordered shall fall due for payment forthwith; and 

6.1.3 the Company shall be entitled to suspend delivery of all further Goods; and 

6.1.4 the Company shall be entitled to recover from the Buyer all third party collection costs and all legal costs it incurs on an indemnity basis. 


7. DELIVERY 

7.1 The date quoted for the delivery of the Goods is approximate and shall not be of the essence of the contract and the Company shall not be liable for any loss, injury, damage or expenses consequent upon any delay in delivery of the Goods. 

7.2 The Buyer should insure against such potential loss as he may suffer in the event of late or non-delivery. 

7.3 The Buyer is solely responsible for unloading the Goods at the point of delivery. The Buyer shall indemnify the Company against each loss, liability and cost arising as a result of the Company or its sub-contractors assisting the Buyer or a third party in the unloading, loading or other removal of the Goods from the point of delivery. 

7.4 Unless otherwise expressly agreed, the Company may effect delivery in one or more instalments. If delivery is in instalments, each instalment shall be treated as a separate contract and any delay in delivering one or more instalments shall not entitle the Buyer to refuse, to accept any remaining instalments. 

7.5 If the Buyer refuses or fails to take delivery of Goods delivered in accordance with a contract or fails to take any action necessary on its part for delivery of the Goods, the Company is entitled to terminate the contract with immediate effect, dispose of the Goods and recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs from the due date of delivery). 


8. WARRANTY AND LIABILITY 

8.1 The Company warrants that the Goods supplied will at the time of delivery correspond to the description given by the Company. All other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law 

8.2 The Company‟s liability is limited to replacing missing or defective Goods and is subject to the Company receiving notice in writing of the shortage or defect within seven days after delivery or, if the defect would not be apparent on reasonable inspection, within three months of the date of delivery. 

8.3 The Company shall not be liable for any loss, injury or damage of any nature whatsoever whether direct or consequential arising out of or in connection with any Goods supplied. 

8.4 Nothing in sub-clauses 8.2 or 8.3 shall exclude the Company‟s liability for personal injury arising out of its negligence. 


9. RISK AND TITLE 

9.1 The Company at all times retains the legal and beneficial ownership of the Goods (or part thereof in the case of a delivery by instalments) until payment has been made in full by the Buyer of all sums owing by the Buyer under this or under any other contract between the Company and the Buyer. 

9.2 Until such time as payment has been made in full the Buyer shall hold the goods as bailee for the Company but shall have liberty to transfer the ownership of the goods in the normal course of trading. 

9.3 The entire proceeds of sale of such Goods shall be held in trust for the Company and shall not be mingled with other monies or paid into an overdrawn bank account and shall at all times be identified as the property of the Company. 

9.4 The Buyer irrevocably appoints the Company as its attorney for perfecting the Company‟s title to any such proceeds of sale pending title of the Goods passing to the Buyer. The Buyer shall keep the Goods in good condition and in such manner as the Goods can be readily identified as the property of the Company. 

9.5 In the event of non payment by the Buyer of any sum owing to the Company, the Buyer hereby authorises the Company to enter upon the Buyer‟s premises or such other place where the Buyer has stored the goods (or part thereof) to remove the Goods. 


10. TERMINATION 

10.1 The Company shall be entitled without prejudice to any of its other rights against the Buyer to determine any contract or to suspend delivery of Goods or stop any Goods in transit in the following events:- 

10.1.2 should any distress or execution be levied on the Buyer, his property or assets or should he become insolvent; 

10.1.3 should the Buyer, if an individual, enter into any composition or arrangement with or for the benefit of his creditors including an individual voluntary arrangement or deed of arrangement or have a petition in bankruptcy presented or bankruptcy order made against him; or if a corporate body, should a nominee be appointed or administration order made or receiver or administrative receiver be appointed or should any petition or resolution to wind up the Company be presented or passed otherwise than for reconstruction or amalgamation of the Company.  


11. FORCE MAJEURE 

The provisions set out in the Trade Customs shall apply. 


12. THIRD PARTIES 

A person who is not party to a contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such contract. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 


13 DATA PROTECTION 

13.1 By accepting these Conditions, the Buyer acknowledges that the Company may keep personal information about the Buyer (which will be held securely in accordance with the Data Protection Act 1998 („Act‟)) and that such information may be used for the following purposes: 

13.1.1 account management and maintenance, use in the ordinary course of business and to perform the Company‟s obligations under contracts; 

13.1.2 credit references in respect of the Buyer; and where appropriate consent has been given: 

13.1.3 to provide updates and newsletters in respect of the Company‟s products; 

13.1.4 to provide information and services that you have requested from the Company and otherwise to respond to queries which the Buyer may submit; 

13.1.5 to offer the Buyer products provided by the Company; and 

13.1.6 to provide such data to third parties in order to provide the Buyer with information about products which may be of interest or benefit to the Buyer and to conduct market research. 

13.2 The Buyer may withdraw consent for the Company or such third parties identified above to use its personal information by writing to Denmaur Independent Papers Limited at Paper Mews, Bourncrete House, Bonham Drive, Sittingbourne, Kent ME10 3RY. 


14. PROPER LAW 

The proper law of the contract shall be English law and the parties submit to the exclusive jurisdiction of the courts of England & Wales.