EVERWHITE PLASTICS AGREEMENT
Terms and Conditions of Sale of Everwhite - 'The Company' Definitions in the conditions 'the company shall mean Everwhite Plastics Limited. 'the Purchaser' shall mean the person, firm or company to whom any quotation is addressed or with whom any contract is made and 'the goods' shall mean the goods and / or services agreed to be sold by the Company to the purchaser.
 
1 Quotation and Acceptance
a) All Quotations are given and all orders are accepted on these terms which shall apply to the exclusion of and shall override any other terms stipulated or referred to by the purchaser whether in its order or other documents, or in any negotiations of communications or course of dealing established between the Company and the purchaser.
b) No modification or amendment of the terms or additions thereto shall be affective unless made in writing and signed by a director of the Company.
 
2 Prices
Prices quoted by the Company are those in effect at the date of quotation. Unless otherwise agreed in writing, the company reserves the right to increase prices when it accepts the purchasers order so as to reflect one or more of the following.
a) Any variation that may have occurred in the costs of labour, materials, suppliers overheads and transport;
b) Any change in duty, tax, surcharge or levy of any kind whatsoever affecting the sale price of the goods;
c) Any cost to the Company from insufficient information to enable it to supply the goods or provide the service or resulting from any alteration made at the request of the purchaser in the specification of the goods or in the place to which they are to be delivered or shipped;
d) Any extra cost to the company resulting from the goods being carried at the request of the purchaser by modes of transport more expensive than the Company's normal form of transport;
e) Any properly delivered goods returned for credit will be subject to a handling charge which will be made at the discretion of the Company, but currently 15% of goods invoiced.
 
3 Payment
a) Unless otherwise agreed in writing, the prices for the goods will be due and payable on the last business day of the month following delivery.
b) The Company shall be entitled to charge interest on any part of the price which is not in accordance with clause (a) at the rate per annum of 3% above the Base Rate of Midland bank Plc from time to time.
c) Time for payment is of the essence and if the purchaser defaults in punctual payment of the price the Company shall be entitled to terminate the contract and recover the goods at the purchaser's expense without prejudice to any further rights which the Company may have;
d) Any default in payment of an invoice or an installment payable on an invoice on the due date shall render the entire balance outstanding on all invoices from the Company to the purchaser immediately payable in full without demand being made notwithstanding any contrary provisions as to terms of payment in any one or all invoices;
e) If the purchaser fails to give all instructions reasonably required by the Company and all necessary documents, licenses, consents and authorities for forwarding the goods or unable to accept delivery of goods at the time when the goods are due and ready for dispatch or delivery or shall otherwise request delay, the purchaser shall pay to the company all costs and expenses, including storage and insurance charges incurred or arising from such delay during which, at the Company's absolute discretion if its storage facilities permit the goods will be stored at the purchaser's sole risk. This provision shall be in addition to and not in substitution for any other payment or damage for which the purchaser may be liable in respect of his failure to take delivery at the appropriate date;
f) The purchaser shall not be entitled to make any deduction from the price of goods which have been delivered to the purchaser in respect of any set off or counterclaim unless both the validity and the amount thereof have been expressly admitted in writing by the Company and such admission is signed by a director of the Company;
g) In the absence of any specific appropriation by the purchaser, the Company shall have the right to appropriate any payment made by the purchaser towards the satisfaction of any invoice outstanding from time to time as the Company shall in its absolute discretion think fit.
 
4 Delivery
a) Any time or date stated for delivery is given and intended as an estimate only and the Company shall not be liable for any loss or damage whatsoever resulting from any delay in delivery howsoever arising;b) Unless otherwise stated in writing delivery shall be deemed to take place upon the occurrence of the first in time of the following, namely:
i. The physical delivery of the goods to the purchaser at the purchasers premises
ii. the physical delivery of the goods to the purchasers carrier or agent for the purpose of transmission to the purchaser or his nominee:
iii. the physical delivery of the goods to the purchaser’s place of business or such ocher place as he may direct by the Company, its carrier or agent, the purchaser being responsible for unloading,
c) The signature on the Company’s delivery note by any employee, representative or agent of the purchaser shall be conclusive proof of delivery;
d) Where the contract provides for delivery by the Company, its carrier or agent;
i. any claims for non-delivery must be made in writing to the Company within 7 days of receipt of invoice or advice note whichever is the earlier;
ii. any claims in respect of goods damaged in transit or shortages in delivery must be made in writing to the Company within seven days of delivery:
shortages in delivery shall not give rise to a right to reject the goods delivered;
e) The Company shall be entitled to make partial deliveries or deliveries by installments and all the provisions of these terms shall apply to such deliveries.
f) The Company shall endeavour to the best of its ability to deliver the total linear requirements in the lengths ordered, but reserve the right to fulfill the order in available lengths at the same price per linear metre.
 
5 Property and risk
a) Risk in the goods shall pass to the purchaser at the time at which delivery cakes place in accordance with clause 4 above and the purchaser shall be solely responsible for insuring the goods thereafter;
b) The Company shall retain ownership of and title in the goods delivered until full payment has been made in respect of all such goods. Until such a time the goods shall be:
i. stored separately from other goods in the possession of the purchaser;
ii. marked or otherwise rendered identifiable as being the property of the Company
iii. held by the purchaser as bailey of the Company; iv. held by the purchaser free from any charge, lien or other encumbrance;
c) Provided the Company has not requested their return and notwithstanding that payment in full has not been made for all the goods delivered, the purchaser as principal and not as agent for the Company shall be entitled to use the goods or offer for sale and sell them in the ordinary course of his business;
d) Where the purchaser sells the goods prior to paying for them in full:
i. the Company shall be legally and beneficially entitled to the proceeds of sale;
ii. the purchaser shall hold the proceeds of sale on trust for the Company and shall not pay them into an overdrawn Bank account;
iii.he shall deposit the proceeds of sale in a separate bank account the location and number of which he has previously notified to the Company, and he shall not be entitled to use or deal with the proceeds of sale until payment in full for the goods has been made to the Company;
e) The Company shall have the right at any time by its servants or agents to enter the purchaser’s premises where the goods are stored, or are thought by the Company to be stored, no as to:
i. retake possession of the goods when the Company has requested their return and the purchaser has not immediately complied with the request, such retaking or return to be without prejudice to any other rights the Company may have arising there from:
ii. inspect the storage of the Company’s goods which have not been paid for in full;
iii. investigate and ascertain whether all these terms are being complied with.
 
6 Termination
The Company shall have the right forthwith to cancel the Purchaser’s order if any of the following events occur and subject to enforcement of the Company’s rights to recover the goods and to receive payments of the price or damages, the contract shall be deemed to have terminated if:
a) The purchaser commits any breach of its obligations to the Company
b) Any distress or execution is levied upon any property of the purchaser:
c) The purchaser makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy or insolvency:
d) Any resolution is passed or petition presented to wind up the purchaser:
e) A receiver or administrator is appointed or any chargee takes possession of all or any part of the undertaking or assets of the purchaser:
f) The purchaser stops payment or ceases or threatens to cease to carry on its business or to pay its debts as and when they fall due:
g) Any remittance for payment of the whole or any part of the purchase price of the goods is dishonored by the purchaser’s bankers.
 
7 Assignment
The Purchaser shall not assign or transfer or purport to assign or transfer any contract to which these terms apply to any other person without the Company’s prior written consent. The Company reserves the right to subcontract the performance of the contract or any part of it.
 
8 Force majeure
If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof by reason of war, embargo, riot, strike, lock-out, trade dispute, fire, breakdown of plant or machinery, inclement weather interruption of transport, government action, delay in delivery to the Company of any goods or materials or by any cause whatsoever (whether or not of a like nature to the a foregoing) outside its control, it shall be under no liability whatsoever to the purchaser and shall be entitled at its option either to cancel the contract or without any liability to extend the time or times for delivery by a period equivalent to that during which such delivery has been prevented.
 
9 Property law
The contract and these terms shall be governed by English law and the purchaser shall submit to the sole jurisdiction of the English Courts.
 
10 Data Protection Act 1998
We wish to advise all our Sole Trader customers that the data regarding their business will be transferred to our financiers for purpose of our obtaining sales ledger finance.