Terms & Conditions
Terms and Conditions
Terms of Trade of Plastic Formers Limited (hereinafter called the “Vendor”)
All orders in whatever terms are accepted subject to the following terms and conditions which no person in the employment of or acting in any was as Agent of the Vendor or purporting to do so has power to vary. Previous dealings between the Vendor and any customer shall not vary or replace these terms or be deemed in any circumstances so to do. Acceptance of the goods by a customer shall be conclusive evidence before any court of Law or Arbitrator that these terms apply.
The intending Purchaser acknowledges that before entering into an Agreement for the purchase of any goods from the Vendor he has expressly represented and warranted that he is not insolvent and he has not committed any acts of bankruptcy or being with a Company with limited or unlimited liability knows of no circumstances which would entitle any Debenture holder or secured creditor to appoint a receiver to petition for winding-up of the Company or apply for the appointment of an administrator or exercise any other rights over or against the Company’s assets.
- The acceptance by the Vendor of any order for goods shall constitute an Agreement to sell the goods and not be a sale of them and no title to the said goods shall pass to the indenting Purchaser by any reason of delivery or acceptance of the same.
- “Property in goods supplied hereunder will pass to the customer when: (a) the goods the subject of this contract; and (b) all other goods the subject of any other contract between the company and the customer which, at the time of payment of the full price of the goods sold under this contract, have been delivered to the customer but not paid for in full, have been paid for in full. Until such time the intending Purchaser shall be the Bailee of the goods for the Vendor and shall store them upon his premises separately from his own goods and those of any other person and in a manner which makes them readily identifiable as the goods of the Vendor.”
- Goods the subject of any Agreement by the Vendor to sell, shall be at the risk of the intending Purchaser as soon as they are delivered by the Vendor to the intending Purchaser’s vehicles or to his premises or otherwise to his order.
- The intending Purchaser’s right to possession of the goods shall cease at whichever is the earliest of the following dates:
- on the expiration of the agreed period of credit, if any
- If he not being a Company commits an act of bankruptcy makes a proposal to his creditors for a composition under Section 110 of the insolvency Act, 1985 or does anything which would entitle a Petition for a Bankruptcy Order to be made.
- If the intending Purchaser being a Company does anything or fails to do anything which would entitle a Receiver to take possession of any assets or which would entitle any person to Present a Petition for winding-up or apply for an Administration Order.
- If a company, the intending Purchaser, or any Director thereof, shall not apply to the Court under Section 28(1) of the Insolvency Act, 1985 for the appointment of an Administrator without giving 14 days prior Notice in writing to the Vendor. From the date of said Notice the intending Purchaser shall not be entitled to remain in possession of any of the Vendors goods. The appointment of an Administrator without the aforesaid Notice shall be deemed to be a fundamental breach of Contract.
- The Vendor may for the purpose of recovery of its goods enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
- The intending Purchaser shall be at liberty to sell on the Vendor’s goods at any price not less than the price agreed between the Vendor and the intending Purchaser. If he sells on his own account he shall sell as Agent and Bailee of the Vendor in law and in equity and shall hold the proceeds thereof in trust for the Vendor and shall not mingle the proceeds with other monies and shall not pay the cheque or cash thereof into an overdrawn bank account. He shall open a fiduciary deposit account with his Bankers and thereupon notify them in writing that he holds the entire proceeds of the sale to the sub-Purchaser as Trustee for the Vendor and not until payment to the Vendors of the agreed price shall he be entitled to withdraw any other monies from the fiduciary account or transfer from it any sum to any other account. The Vendor shall be entitled to any interest earned on the fiduciary account.
- The intending Purchaser shall be at liberty to incorporate the Vendors goods into another product or chattel subject to the condition that if goods, the property of the Vendor are admixed or united in any way with those of the intending Purchaser the product thereof shall become and/or shall be deemed to be for all purposes, the property of the Vendor. If the goods, the property of the Vendor, are admixed or united in any way with the property of any person or persons other than the intending Purchaser or are processed with or incorporated therein the product thereof shall become and shall be deemed for all purposes to be owned in common between the Vendor and that other person or those other persons.
- On the sale to a sub-purchaser of any products good or chattels to which the Vendor’s goods have been attached or into which they have been incorporated the proceeds thereof shall be held in trust for the Vendor (or as the case may be the Vendor and such other person or persons) shall not be mingled with other monies and shall not be paid into any overdrawn bank account but shall be paid forthwith into a fiduciary account for the Vendor (or as the case may be the Vendor and such other person or persons) with the intending Purchaser’s Bankers to whom the intending Purchaser shall thereupon give notice in writing that the intending Purchaser holds the entire proceeds of sale to the sub purchaser as Trustee for the Vendor (or for the Vendor and such person or persons as aforesaid, as the case may be) and not until payment to the Vendor of the agreed price shall the intending Purchaser be entitled to withdraw any sum from the fiduciary account or to transfer any monies therefrom to any other account. The Vendor (or the Vendor and such person or persons aforesaid as the case may be) shall be entitled to any interest earned on the fiduciary account.
- If a Receiver be appointed to the intending Purchaser and at the time thereof the intending Purchaser shall not have received the proceeds of sale the intending Purchaser or the Receiver as Agents for the intending Purchaser shall forthwith notify the Vendor in writing and shall assign to the Vendor within 7 days, all rights against the persons to whom the goods have been sold.
- If a Receiver or Manager or any other person acting for the intending Purchaser fails promptly to return any goods the property of the Vendor, the return of which has been demanded by the Vendor he shall pay the Vendor as agreed and liquidated damages for detinue and/or conversion the agreed price of the goods and if any such person shall fail promptly to assign to the Vendor any rights against the third person as required by these conditions he shall be liable to pay the Vendor interest on the agreed price at Bank of England Base Rate plus 5% until the Vendor shall receive the whole of the monies due.
- If a Receiver or Manager or any other person acting on behalf of the intending Purchaser shall in any way seek to impugn the Vendor’s title to the said goods or shall seek to claim that this conditional sale amounts to a charge on the intending Purchasers’ asserts he shall pay to the Vendor as agreed and liquidated damages for slander of the title an amount equal to the agreed price of the said goods.