1.In these Conditions:
(i) "The Company" means Sonoco Coresand Paper Ltd incorporating the Sonoco-Alcore Core Plants.
(ii) "The Buyer" means the purchaserof the goods from the Company;
(iii) "The Contract" means theagreement between the Company and the Buyer for the sale of goods by the Companyto the Buyer to which this document relates;
(iv) "goods" means the goods thesubject of the Contract.
2. All orders are accepted and all contracts are made subject to the following terms and conditions provided that any special conditions of the Company in any quotation contract or agreement in respect of consignment stock shall prevail to the extent that they are inconsistent with the following terms and conditions.
3. A quotation of the Company does not constitute an offer by the Company tosupply goods and every order by the Buyer shall be deemed to be an offer by theBuyer to the Company and will not be binding on the Company until the Company has given its written acknowledgement of the order. If the Company's terms and conditions(whether special or general) shall be at variance or inconsistent with any conditions of the Buyer then the Company's terms and conditions shall prevail and be effective.
4. No purported variation of a term of the Contract shall bind the Company unless agreed in writing and signed on behalf of the Company.
5. Unless otherwise stated in the Company's quotation or order acknowledgement all prices are given by the Company on an ex-works basis and where the Company agrees to deliver goods otherwise than at the Company's premises the Buyer shall be liable to pay the Company's charges for transport packing and insurance.
6. The price of goods is exclusive of any applicable value added or other duty or tax payable in any country in respect of the sale supply or delivery of such goods for which the Buyer shall be additionally liable.
7. The Company reserves the right to alter the Contract price in respect of the goods by reference to the price ruling at the date of despatch of the goods ifany variations in the cost of materials and/or labour and/or any other factor affecting the cost of production or delivery shall in the opinion of theCompany make such alterations necessary.
8. Delivery of the goods shall be made by the Buyer collecting the goods at theCompany's premises after the Company has notified the Buyer that the goods are ready for collection or if some other place has been agreed by the Company by the Company delivering the goods to that place.
9. Any date referred to in a quotation or order acknowledgement of the Company for the delivery of the goods shall not be of the essence of the Contract. Where the Company is unable to complete delivery without further information or details from the Buyer and there is in the opinion of the Company a delay on the part of the Buyer in providing such information or details the Company may give notice extending the delivery period without prejudice to the Company's right to vary the price under Condition 7 hereof.
10. The Company reserves the right to deliver up to 10 per cent more or 10 per cent less than the quantity of goods ordered without any adjustment in the price and the quantity so delivered shall be deemed to be the quantity ordered.
11. Where goods are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with the terms set out herein or any claim in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated.
12. If the Company is prevented from delivering goods (or an instalment of goods)at the time provided for delivery by reason of any cause outside its reasonable control (including but not so as to limit the generality of the foregoing fire, explosion, plant breakdown, interference by labour strikes or lock outs or non-availability of transport or materials) then the period for delivery shall be extended accordingly and the Buyer shall have no right to terminate theContract by reason of such delay.
13. If the Buyer fails to take delivery of goods or fails to give the Company adequate delivery instructions (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Company's fault) then without prejudice to any of the right or remedy available to the Company theCompany may:-
(i) store the goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of the storage; or
(ii) sell the goods at the best price readily obtainable and (after deducting all reasonable storing and selling expenses)account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
Terms of Payment
14. The Company shall be entitled to invoice the Buyer for the goods on or at anytime after delivery of the goods. Where the goods are to be collected by theBuyer or where the Buyer fails to take delivery of the goods the Company shall be entitled to invoice the Buyer for the goods at any time after the Company has notified the Buyer that the goods are ready for collection or (as the case may be) the Seller has tendered delivery of the goods.
15. Unless otherwise agreed in writing all goods supplied shall be paid for within30 days of the date of invoice. If any discount is offered by the Company then the same shall be deductible only if the goods are paid for within the agreed period. Overdue accounts will incur interest (both before and after any judgement) from the date upon which payment falls due until the date on which payment in full is made. Interest shall accrue from day to day at 4% per annum above Barclays Bank plc's base rate from time to time.
16. Non-compliance with the Company's terms of payment shall constitute default without reminder. In the event that the Buyer shall fail to fulfil the terms of payment in respect of any invoice the Company may in its sole discretion demand payment of all outstanding liabilities whether or not due and/or cancel all outstanding orders of the Buyer and/or decline to make further deliveries to the Buyer except upon receipt of cash or satisfactory security. Except where the laws relating to bankruptcy and liquidation provide otherwise the Buyer shall not be entitled to withhold or set off payment for goods delivered by virtue of any debt claim or allegation other than a claim made in respect of those goods under Condition 17 below.
Warranties and Liability
17. The Buyer should satisfy himself by testing samples or otherwise of the fitness for his purpose of all goods ordered and will be deemed and conclusively presumed to have done so. If goods delivered differ materially from their description or from samples supplied or are by reason of faulty material workmanship or packing by the Company not of satisfactory quality the Company undertakes to replace such goods or (at the opinion of the Company) to refund the purchase price or a fair proportion thereof. This undertaking by theCompany is subject to and conditional upon the following provisions:-
(I) claims in respect of faults readily discernible on a reasonable examination of the goods shall be made as soon as such faults are reasonably capable of discovery but in any event within three months of delivery of the goods;
(ii) claims in respect of other faults including faults not discernible until the goods have been processed taken into use or otherwise dealt with shall be made as soon as the fault is reasonably discernible but in any event within six months of the delivery of the goods to the Buyer;
(iii) all claims must be made in writing
(iv) the Buyer must afford to the Company the opportunity to examine any goods which are the subject of a claim before the goods have been further processed used or otherwise dealt with;
(v) the Company will not be liable for any damage to or deterioration of the goods which may occur due to unsuitable storage conditions or to abuse or to any other cause whatsoever;
(vi) Subject to Condition 20 the undertaking of the Company to make a replacement or refund shall be the absolute limit of the Company's liability to the Buyer in respect of any such claim. The undertaking is in substitution for any condition or warranty (except as to title) implied by statute, common law or otherwise in respect of the goods.
(vii) the Company shall be under no liability to the Buyer under the terms of this clause 17 (or any other warranty condition or guarantee) if the total price for the goods has not been paid by the due date for payment.
18. No claim for short delivery of goods or goods damaged in transit can be entertained unless either (where this is possible) a receipt is given to the carrier detailing the shortage or damage at the time of delivery or alternatively notification of the shortage or damage is given to the Company within seven days of the date of delivery of the goods to the Buyer.
19. Subject to clause 20 the Company shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty at common law or under the expiry terms of the Contract for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) costs expenses or claims for compensation whatsoever(whether caused by the negligence of the Company its employees agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the Buyer and the entire liability of the Company under or in connection with the Contract shall not exceed the price of goods.
20. Nothing in these Conditions shall operate or be construed as operating to exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company.
Passing of Risk
21. Risk of damage to or loss of the goods shall pass to the Buyer:-
(i) in the case of goods to be delivered at the Company's premises at the time when the Company notifies the Buyer that the goods are available for collection; or
(ii) in the case of goods to be delivered otherwise than at the Company's premises at the time of delivery of the goods or if the Buyer wrongfully fails to accept delivery of the goods at the time the Company has tendered delivery of the goods.
Passing of Property
22. Until payment by the Buyer in full of the price and any other monies payable to the Company in respect of the goods:-
(i) property in the goods shall remain in theCompany;
(ii) the Buyer shall hold the goods as fiduciary agent and bailee for the Company and shall so store them so that they shall at all times be identifiable as goods of the Company;
(iii) the Buyer shall insure the goods against all normal commercial risks to their full replacement value with an insurance company of repute;
(iv) the Buyer shall be entitled to resell or use the goods in the ordinary course of its business but shall not be entitled to pledge or in any way charge them by way of security but if the Buyer does so all moneys owing by the Buyer to the Company shall become immediately due and payable.
23. The Buyer shall be deemed not to have paid the Company for goods in possession of the Company at any time unless the Buyer can prove that payment has been received by the Company.
24. At any time prior to the payment in full of the price and other monies payable to the Company in respect of the goods the Company may at any time require theBuyer to deliver up the goods to the Company and if the Buyer fails to do so the Company or its agents may enter the premises of the Buyer and take possession of any goods in which the property remains in the Company and remove and dispose of them as the Company thinks fit. The Company shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by the Buyer.
25. If the Buyer:
(i) makes default or commits any breach of its obligations to the Company hereunder; or
(ii) makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or
(being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation); or
(iii) has an encumbrancer take possession of or a receiver appointed to any of its property or assets; or
(iv) ceases or threatens to cease to carry on business; or if the Seller reasonably apprehends that any of the events mentioned in this clause is about to occur in relation to the Buyer and notifies the Buyer accordingly then in any such case the Company shall immediately become entitled (without prejudice to its other claims under theContract) to suspend further performance of the Contract for such time not exceeding six months as it shall in its absolute discretion think fit or(whether or not notice of such suspension shall have been given) to treat theContract as wrongfully repudiated by the Buyer and forthwith terminate theContract and if any goods have already been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
26. Any notice required to be given by these Conditions shall be in writing and maybe served either by delivering it by hand or by faxing it or sending it by pre-paid first class post addressed to the last known place of business for the party to whom it is addressed. Service shall be deemed to have taken place if by personal delivery when delivered if by first class post 48 hours after posting and if by facsimile transmission when dispatched.
27. The Contract shall be governed by English law and all disputes differences or questions at any time arising between the parties as to the construction of theContract or as to any matters arising out of the Contract or in any way connected therewith shall be determined by the English Courts of Law to whose jurisdiction the Company and the Buyer hereby submit.
28. The sub-headings of these Conditions are not to be regarded as part of the Conditions.
29. If at any time one or more of the above Conditions becomes in whole or in part invalid illegal or unenforceable in any respect under any English law the validity legality and enforceability of the remaining provisions thereof and of the other Conditions herein shall not in any way be affected or impaired thereby.
30. No failure by the Company to exercise or enforce any rights under these Conditions shall be deemed to be a waiver of any such rights and will not operate so as to bar the exercise or enforcement thereof at any time.
31. These Conditions supersede all previous conditions of sale of the Company.