Terms and Conditions
GENERAL TERMS OF SALE OF GOODS RIDLEY RECYCLING LIMITED T/A PETER RIDLEY WASTE SYSTEMS
In these Conditions the following expressions shall have the following meaning:-
“the Company.” means Ridley Recycling Limited whose office is at Unit 1, Eastlands Industrial Estate, Leiston, IP16 4LL.
“the Customer” means the company or other body corporate or person or persons contracting with the Company for the sale of Goods under the Contract.
“the Contract” means the contract made between the Company and the Customer for the sale of the Goods upon the terms set out herein.
“the Goods” means the goods agreed to be sold by the Company to the Customer under the Contract.
1.01 All quotations are given and all orders are accepted on these terms, which supercede any other terms appearing in the Company’s price lists or elsewhere, and shall override and exclude any other terms stipulated or incorporated or referred to by the Company or the Customer whether in the order or in any negotiations, or in any course of dealing established between the Company and the Customer.
All orders hereafter made by the Customer shall be deemed to be made subject to these terms.
1.02 The Customer acknowledges that there are no representations outside these terms which have induced it to enter into the Contract and these terms and those on the face hereof shall constitute the entire understanding between the Company and the Customer for the sale of the Goods under the Contract.
1.03 No modification of these terms shall be effective unless made by an express written agreement between the Company and the Customer. The signing by the Company of any of the Customer’s documentation shall not imply any modification of these terms.
1.04 The Contract shall not be concluded until the Company has confirmed its acceptance of its order to the Customer in writing.
2.01 Quotations are subject to withdrawal at any time before receipt of any unqualified order from the Customer and shall be deemed to be withdrawn unless by such order accepted within 21 days from their date.
- THE GOODS.
3.01 All descriptions and illustrations contained in the Company’s price lists, website and advertisements are intended merely to present a general idea of the Goods, and nothing contained in any of them shall form any part of the Contract.
- THE PRICE.
4.01 Subject to the provisions of Clause 4.02, prices for the Goods shall be those set out in the Contract and are inclusive of the cost of packaging. However, return packaging costs shall be borne by the Customer.
4.02 The Company reserves the right to increase the price of the Goods before delivery by an amount equivalent to any increase which may have arisen in the cost to the Company of manufacturing or acquiring or delivering the Goods.
5.01 The Customer may not cancel the Contract without the previous written consent of the Company which if given shall be deemed to be on the express condition that the Customer shall indemnify the Company against all loss, damage, claims or actions arising out of such cancellation.
5.02 On cancellation of the Contract for any reason the Customer shall immediately pay to the Company all the Company’s outstanding unpaid invoices and interest.
6.01 Payment for the Goods or any part thereof shall be made not later than 28 days after the date of invoice.
6.02 The Company reserves the right to issue interim invoices at any time before delivery of all the Goods.
6.03 Without prejudice to the right of the Company to payment in accordance with the terms of payment above, the Company shall at its discretion have the right to charge interest in respect of all or any outstanding sums from the due date for payment until payment in full (including all interest due) is received by the Company and shall be payable at the rate of 8 per cent per annum over the base lending rate for the time being of Barclays Bank PLC and shall accrue from day to day.
6.04 Where an interim invoice is issued, the failure by the Customer to pay such invoice in due time shall entitle the Company to treat such failure as a repudiation of the Contract and to recover damages for any breach of the Contract.
6.05 If the Company shall extend credit in respect of all or any of the Goods it shall be without prejudice to its right to refuse to give up possession of any part of the Goods except against payment.
6.06 If payment is overdue in whole or in part then the whole of any amounts outstanding to the Company shall immediately become payable whether or not such monies would have been payable at that time but for the provisions of this sub-clause.
6.07 The Company reserves the right to charge interest on any unpaid invoice(s) in
accordance with ‘The Late Payment of Commercial Debts (Interest) Act 1998’.
7.01 All dates for delivery of the Goods or any part thereof are estimates only and the time for delivery shall not be of the essence of the Contract. The Company shall in no circumstances be liable to compensate the Customer in damages or otherwise for late delivery of the Goods or any part thereof. The Company shall not be liable for any failure in delivery of the Goods that is caused by an event listed in Clause 11 or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7.02 The Company may at its option cancel or suspend (or suspend and later cancel) the delivery of all or any of the Goods in the event of a material breach of this Contract by the Customer, including default by the Customer in making any payment due under the Contract or under any other contract between the Company and the Customer, or in the event that the Customer, being a natural person, shall die or become bankrupt, or, being a company shall be deemed by virtue of Section 123 of the Insolvency Act 1986 to be unable to pay its debts, enter into liquidation or have a receiver appointed of its undertaking property or assets or any part thereof or in either case shall enter or offer to enter into any agreement or composition with his or its creditors or suffer the appointment or the presentation of a petition for the appointment of an Administrator, or in the event that anything similar or analogous to any of the foregoing shall occur under the laws of any jurisdiction in which the Customer is incorporated, resident or carries on business.
7.03 The Customer shall be responsible for making arrangements at his/her expense for suitable facilities and equipment for unloading vehicles of goods consigned by the Company to the point of delivery. Otherwise other alternative arrangements must be agreed in writing between the Company and the Customer before orders are placed and be subject to clause 1.04 above.
- PASSING OF RISK AND PROPERTY.
8.01 Risk of loss of or damage to the Goods shall pass to the Customer at the time that the Goods are delivered by the Company to the Customer. Delivery of the Goods shall take place when the Goods are unloaded by the Company carrier at or outside the place for delivery agreed between the parties in the Contract.
8.02 The property in the Goods shall not pass to the Customer until the whole of the price has been paid, and until such payment the Customer shall hold the Goods as bailee for the Company but the Customer may resell or use the Goods in the ordinary course of its business. Until title to the Goods has passed to the Customer, the Customer shall:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify the Company immediately if it becomes subject to any of the events listed in Clause 7.02; and
- give the Company such information relating to the Goods as the Company
may require from time to time.
8.03 The whole of the price shall not be treated as paid until any cheque, bill of
exchange or other instrument of payment given by the Customer has been met on
presentation or otherwise honored in accordance with its terms. The Company may
sue for the whole of the price at any other time after it has become payable.
8.04 Payments shall be applied to invoices in the order in which they were issued and to Goods in the order in which they are listed in invoices.
8.05 If the Customer defaults in the punctual payment of any sum owing to the
Company then the Company shall be entitled to the immediate return of all Goods
supplied by the Company to the Customer in which the property has not passed to the
Customer, and the Customer hereby authorizes the Company to recover the Goods
and to enter any premises of the Customer for that purpose. Demand for or recovery
of the Goods by the Company shall not of itself discharge either the Customer’s
liability to pay the whole of the price and take delivery of the Goods or the Company’s
right to sue for the whole of the price.
9.01 The Customer shall indemnify the Company in respect of all damage injury or loss occurring to any person or property and against all actions, suits, demands, charges or expenses in connection therewith arising from the Goods in the event (and to the extent) that the damage injury or loss shall have been occasioned partly or wholly by the carelessness of the Customer of or his servants or agents or by any breach by the Customer his obligations to the Company hereunder.
- LIMITATION OF LIABILITY.
10.01 The Company makes no warranty express or implied in connection with any technical advice or recommendation made by it to the Customer.
10.02 Nothing in the Contract shall limit or exclude the Company’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- defective products under the Consumer Protection Act 1987; or
- any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
10.03 Subject to clause 10.2:
- the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £10,000,000.
- FORCE MAJEURE.
11.01 The Company shall be relieved of all liability otherwise arising under these
conditions to the extent that it should be unable to carry out any of its obligations
hereunder by reason of wars, strikes, lockouts, governmental controls or restrictions,
non-availability of goods or personnel or any other cause whatsoever beyond the
12.01 The Customer hereby waives any and all existing and future claims and set-offs against any payment due hereunder and agrees to pay such payments regardless of any equity, set-off or cross claim the Customer may have against the Company.
- THIRD PARTY RIGHTS.
13.01 No one other than a party to this Contract shall have any right to enforce any of its terms.
14.01 No forbearance, indulgence, time or relaxation on the part of the Company
granted to the Customer in respect of any of these terms and conditions shall in any way effect, diminish, restrict or prejudice rights or powers of the Company hereunder or operate as or be deemed to be a waiver of any breach by the Customer of the Contract which by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable.
15.01 Any notice give under or pursuant to the Contract may be sent by hand or by post or by registered post or by the recorded delivery service or transmitted by facsimile, e-mail or other means of telecommunication resulting in the receipt of a written communication in permanent form and if so sent or transmitted to the normal trading address of the party or such other address as the party may by notice to the other have substituted therefore shall be deemed validly and effectively given on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.
15.02 The provisions of this clause 14 shall not apply to the service of any proceedings or other document in any legal action.
16.01 In the event of any of the terms of the Contract being determined to be invalid, unlawful or unenforceable to any extent, such terms or conditions should be severed from the body of the Contract and the remainder of the Contract shall continue to be valid and enforceable to the fullest extent permitted by law.
- PROPER LAW.
17.01 The Contract shall be governed by and construed in accordance with English Law and the parties agree to submit to the jurisdiction of the High Court of Justice in England but the Company may enforce any judgement in any jurisdiction that it considers fit.
Authorising Signature ………………………………………………………