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Elliott Baxter and Company Ltd – Conditions of Sale

The following Standard Conditions of Sale shall govern all transactions except as otherwise specifically agreed in writing by the Buyer and the Seller.

In these conditions the following definitions shall apply:–

Buyer: the person, firm or company who purchases the Goods from the Seller.
Contract: any contract between the Seller and the Buyer for the sale and purchase of the Goods incorporating these conditions.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Seller.
Seller: Elliott Baxter and Company Limited (“the Seller”).

1. Except where inconsistent with these Conditions or with any other terms of contract between the Seller and the Buyer, Paper and Board Trade Customs of the National Association of Paper Merchants, for the time being in force, shall apply to all contracts between the Seller and the Buyer.

2. All quotations and tenders are given by the Seller on condition that the Seller shall not be bound until it has communicated its written acceptance of the Buyer's order.

3. Except where a price is stated to be "fixed" by the Seller on its written acceptance of the Buyer's order any price quoted by the Seller or comprised in the order or contract is provisional only and the actual price to be paid by the Buyer shall be the Seller's price ruling at the date of despatch.

4. (a) Goods invoiced up to and including the last day of a calendar month shall be paid for not later than the last business day of the following month.
(b) If terms of payment are not complied with the Seller shall have the right to charge interest at the current judgement rate in the period between the due date of payment and final settlement.
(c) If the Buyer shall fail to pay any amount when it is due under this or any other contract with the Seller, the Seller shall have the right (without prejudice to any of its other rights against the Buyer) on notice in writing given to the Buyer, to treat the purchase price that is unpaid on all goods invoiced or despatched by the Seller as having become forthwith due and payable by the Buyer and in substitution for the provision contained in sub-clause (a) of this Condition.

5. All prices quoted or accepted are exclusive of VAT and the contract price shall be such prices plus VAT.

6. (a) The Seller shall not be bound by any oral condition, warranty or representation given or made on its behalf nor by any express or implied term, condition or warranty, whether arising by statute, common law or usage, unless confirmed in writing, save and except a warranty that goods sold shall correspond with the contractual description.
(b) Where the goods are sold under a consumer transaction as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions.

7. The Seller shall have the option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to rescind any contract between the Seller and the Buyer, or to suspend delivery in the following events:
(i) If any sum owing by the Buyer to the Seller is overdue, whether under the same or any other contract,
(ii) If the Buyer is in breach of any term of the same or any other contract with the Seller,
(iii) If the Buyer makes any voluntary arrangement with its creditors, or becomes subject to an administration order or (if an individual or firm) becomes bankrupt or (being a company) goes into liquidation (other than for the purposes of amalgamation or reconstruction) or if a Receiver is appointed of its undertaking property assets or any part thereof.

8. (a) If no time for delivery is specified in the contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.
(b) The risk in goods shall pass to the Buyer when the goods (or any part thereof when there is more than one delivery under the contract) are delivered to the Buyer, or in accordance with his instruction.
(c) Where the contract involves more than one delivery, if default is made in payment on the due date in respect of any one delivery, the Seller shall at its option and without prejudice to any rights it may have hereunder or otherwise, be entitled to treat the contract as repudiated and to claim damages accordingly. Each delivery will constitute a separate contract and any failure or defect in any one delivery will not vitiate the contract as to the remaining deliveries.
(d) Any time or date for delivery named by the Seller is an estimate only and the Seller shall not accept liability for any loss or damage or any consequential loss arising either directly or indirectly from reasonable delay in delivery however caused.
(e) Any complaint of short delivery or of goods damaged in transit must be notified within 24 hours of receipt of the goods and confirmed in writing at that time by the Buyer to the Seller and any complaint of failure to deliver goods invoiced must be so notified within 10 days of the date of the invoice.

9. (a) Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
(i) the Goods; and (ii) all other sums which are or which become due to the Seller from the Buyer on any account.
(b) Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(i) hold the Goods on a fiduciary basis as the Seller’s bailee;
(ii) store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
(iii) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(iv) maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
(c) The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(i) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(ii) any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
(d) The Buyer’s right to possession of the Goods shall terminate immediately if:
(i) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(iii) the Buyer encumbers or in any way charges any of the Goods.
(e) The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
(f) The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
(g) Where the Seller is unable to determine whether any goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
(h) On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this condition 9 shall remain in effect.

10. (a) Unless expressly agreed in writing, the Seller gives no warranty that the goods are suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known to the Seller.
(b) Claims in respect of any alleged defect in the goods delivered which would have been revealed by reasonable examination on arrival, must he made in writing within 14 days after delivery, or if related to the transport of the goods, within such time as will enable the Seller to comply with the time limit and procedure laid down by the carrier by whom the goods were transported. If the Buyer shall make any complaint within the time stipulated, the Seller shall after it has had a reasonable time to investigate the same and examine the goods in dispute and if the goods are found to be defective, be entitled at its option:
(i) To replace the goods, or
(ii) To accept the return of the goods and credit the Buyer with the price thereof, or
(iii) To make to the Buyer an allowance representing the difference between the value of the goods at the time of the complaint and the value they would have had if they had been in accordance with the contract providing the Buyer pays the balance not in dispute according to normal terms.
(c) The return of goods shall not be made without prior agreement between the Buyer and the Seller. No claim by the Buyer can be entertained after the goods or any parts thereof have been processed in any way.

11. (a) Every effort is made to ensure that the goods meet known statutory requirements and do not infringe any patents or trademarks of third parties, but no warranty is given that the design construction or quality of the goods comply with relevant requirements of any Statute, statutory rule, order or other instrument having the force of law which may be in force at the time of supply.
(b) The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer's specification which involves the infringement of any industrial property rights whether registered or not.

12. Except as otherwise expressly mentioned in these Conditions, the Seller 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 tort or otherwise and, whether for loss or damage to property or for death or bodily injury or otherwise in respect of any goods supplied or work done by the Seller. The Buyer shall indemnify the Seller against any claim by a third party arising out of any goods supplied to or work done for the Buyer.

13. No forbearance or indulgence by the Seller shown or granted to the Buyer, whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be taken as a waiver of any of these Conditions.

14. The performance of all contracts is subject to variation or cancellation by the Seller owing to circumstances beyond its control including, without limitation, any act of God, war, strikes, lock-outs, other industrial disputes, Governmental regulations or orders, national emergencies, fire, adverse weather conditions or lack of raw materials and the Seller shall not be held responsible for any inability to deliver caused by any such contingency.

15. If any provision of the Contract found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegal, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

16. By ordering any goods from the Seller, the Buyer shall be deemed to accept these Conditions which take precedence over any other conditions contained in any letter, order or acceptance form, receipt or the like of the Buyer and any other conditions or provisions in connection with the goods and any such other conditions or provisions will not form part of the Contract between the Seller and the Buyer unless specifically agreed in writing.

17. The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.

18. These Conditions shall be governed by and construed in accordance with the Laws of England.