Wholesale Distributors of Plastic Bottles, Caps, Jars & Accessories
INTERPRETATION
- 1.1 Definitions: Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.Conditions: the terms and conditions set out in this document as amended from time to time.Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.Customer: the person or firm who purchases the Goods from the Supplier.Delivery Location: has the meaning given in see 4.2.Force Majeure Event: an event, circumstance, or cause beyond a party's reasonable control.Goods: the goods (or any part of them) set out in the Order.Intellectual Property Rights: means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in design, computer software, data base rights, rights to use and protect confidential information including know how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.Order: the Order for Goods requested by the Customer and which has been accepted and confirmed by the Supplier in writing, usually in the form of an invoice detailing the Goods and Specification and the price for the goods to be provided.Specification: any specification for the Goods, that is agreed in writing by the Customer and the Supplier and set out in the Order.Supplier: GJD Solutions Limited (trading as The Plastic Bottles Company) andregistered in England and Wales with company number 07515596.
BASIS OF CONTRACT
- 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Any Contract between the parties shall automatically incorporate these Conditions. In the event of a conflict between these Conditions and the Order, the Order shall prevail.
- 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
- 2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. Where an Order is placed by telephone, the Contract shall become binding upon the earlier of the Supplier receiving payment from the Customer of the Supplier confirming in writing the request for the Goods.
- 2.4 Quotations prepared by the Supplier shall not constitute an offer and shall, unless otherwise stated, only be valid for a period of 7 days from the date of the quotation.
GOODS
- 3.1 The Goods are described in the Supplier's catalogue or the Specification as the case may be.
- 3.2 All descriptions, or illustrations contained in any Supplier brochure on its website, or any other document are issued or published for the sole purpose of giving an approximate idea of the Goods described. They shall not form part of the Contract and the Supplier shall not be held liable for any inaccuracy in any such document.
- 3.3 The Customer must satisfy itself as to the suitability of the Goods and the use of any particular raw material, polymer or component used by the Supplier in the manufacture or production of the Goods, having regard to the intended use and end consumer of the Goods. In particular the Customer must satisfy itself as to the compatibility of the Goods with its intended content and/or process used by the Customer or any third party.
- 3.4 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's manufacture of Goods in accordance with the Specification. This 3.4 shall survive termination of the Contract.
- 3.5 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirement, and the Supplier shall notify the Customer in any such event.
- 3.6 It is the Customer’s sole responsibility to ensure that any person or third party who purchases the Goods from the Customer, shall be provided with all written information, design specification and instructions required to ensure the safety of the Goods and the Customer will comply with all laws and regulations in place. A similar obligation must be placed on any third party purchasing the Goods from the Customer. The Supplier shall not be liable for any loss or damage arising from any failure of any party purchasing the Goods for any failure to comply with these obligations, laws and regulations.
DELIVERY
- 4.1 The Supplier shall ensure that:(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.
- 4.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready.
- 4.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
- 4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Supplier shall not be liable for any damage or loss arising directly or indirectly arising from any act or omission by the Customer or its agents or carriers.
- 4.5 If the Customer fails to take delivery of the Goods or any part of them on the due date and fails to provide instructions, document consents or authorisation to enable the Goods to be delivered on the due date, the Supplier will be entitled on giving written notice, to arrange storage of the Goods at the Customer’s risk and cost. Upon such an arrangement being made, delivery will have been deemed to have been made and the Customer shall pay to the Supplier all costs and expenses including storage and insurance charges. The Supplier shall not be liable for any damage, deterioration or contamination of the Goods held in storage as described in this clause.
- 4.6 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods. If the Supplier does not receive such notice within 7 working days of delivery the Customer confirms it accepts that the delivery has been made in full.
- 4.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
- 4.8 Delivery of Goods being sold Ex-Works shall take effect at the time of collection by the Customer or its agent or carrier.
- 4.9 The Supplier will make available any special delivery information to the relevant delivery partners on the packaging of the order. Customers are advised to nominate a safe space at their property via the Royal Mail or DPD websites to ensure their parcels are delivered as requested.
SHIPPING
- 5.1 We use a combination of postal and third-party couriers to provide you with the most cost effective and reliable service possible. We aim, but do not guarantee, to dispatch products to you within 3 working days of the Order being accepted. We will inform you of any potential delay as soon as possible.
- 5.2 Further and for UK mainland customers, we may provide an express courier delivery service and same day dispatch for parcel orders received by 1:00pm on any Working Day. Pallet orders are usually dispatched on the next working day following receipt of an Order.
- 5.3 At Supplier discretion, Customer may collect Order’s from our warehouse or arrange your own courier service. Such Order’s will be ready for collection on the same day if Order’s are received and accepted before 1:00pm.
- 5.4 If Customer arranges their own shipping, you must ensure that you email the Supplier with your Order number and all relevant paperwork and labels at warehouse@the-pbc.com. For special orders, including large deliveries or where you wish to register for a trade account you must telephone 01229 588877 for confirmation and further instructions.
QUALITY
- 6.1 The Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as amended).
- 6.2 The Goods will conform to the Specification.
- 6.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- 6.4 Claims by the Customer for damage in transit, shortages, loss or non-conformity, will only be considered if notified to the Company within 7 working days following delivery, If no such notice is received the Goods will be deemed to have been accepted as conforming to the Contract and duly delivered.
- 6.5 Unless otherwise specifically stated in writing by the Supplier, all statements as to weights, capacity, strength, details of design, texture and constitution of materials, colour descriptions, performance, delivery dates and the like are approximations and form no part of the Contract. Goods supplied are subject to reasonable manufacturing variations and tolerances.
- 6.6 Customer must satisfy itself at the point of delivery as to the quality of the Goods. Customer must contact the Supplier immediately should it consider that the Goods have been delivered damaged or faulty and in any event within 7 days in accordance with clause 6.2 and should take photographs of any alleged damage to allow Supplier to consider any alleged damage as soon as possible.
INTELLECTUAL PROPERTY
- 7.1 The Intellectual Property Rights in all moulds, tools, designs, models, sketches, proposal documents, specifications, drawings and literature relating to the Goods shall be owned by the Supplier.
TITLE AND RISK
- 8.1 The Intellectual Property Rights in all moulds, tools, designs, models, sketches, proposal documents, specifications, drawings and literature relating to the Goods shall be owned by the Supplier.
- 8.2 Title to the Goods shall not pass to the Customer until the Supplier receives full payment for the Goods.
- 8.3 Until title passes, the Customer or his agent, shall hold the Goods as bailee of the Supplier, and shall securely store and insure the Goods so as to ensure there is no deterioration in the condition of the Goods and that the Goods are not mixed with other goods and are identifiable as belonging to the Supplier, and the Supplier will be reimbursed in full for the invoice value of the Goods in the event of loss or damage.
- 8.4 The Supplier will have the right at any time before title passes, to repossess all or part of the Goods and to that end the Customer shall grant or shall procure a right of access to the Supplier to the Goods wherever they are stored including any sub-contractor’s premises.
- 8.5 Upon resale of the Goods by the Customer to a third party, the Supplier shall not be bound by any condition, warranty, term, statement, or representation of any kind given by the Customer to the third party, nor shall the Supplier be liable for any claim against the Customer for the supply or use of the Goods. The Customer shall keep the Supplier fully indemnified for any claim arising in respect of the use or resale of the Goods.
PRICE AND PAYMENT
- 9.1 The price of the Goods shall be the price set out in the Order and for the quantity stipulated only and must be paid in UK Sterling.
- 9.2 For those Goods sourced particularly for the Customer, a deposit of %50 of the total cost for the Goods must be made when placing the Customer’s Order. The Order will not proceed unless the deposit has been paid.
- 9.3 Prices are quoted on an Ex-Works basis (Incoterms 2015) unless otherwise stated, and are exclusive of all taxes, duties and other costs which shall be paid by the Customer when it pays for the Goods, at such other time as may be indicated in the Order or agreed by the parties in writing.
- 9.4 Prices quoted for the sale of the Goods outside the United Kingdom, are quoted in UK Sterling. The rate of exchange with any foreign currency will be at the rate prevailing in the UK on the date of the invoice for the Goods.
- 9.5 The Supplier will not be responsible for any taxes, levies or duties imposed by any authority which arise from the importation or exportation of the Goods into or out of the United Kingdom.
- 9.6 The Supplier may, by giving notice to the Customer at any time 14 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
- 9.7 The price of the Goods:(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
- 9.8 The Supplier will invoice the Customer once the Order has been accepted and payment must be made prior to dispatch of the Order. Stock will not be allocated against an unpaid invoice.
- 9.9 At the Supplier’s discretion and on written agreement the Customer may pay each invoice submitted by the Supplier:(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and(b) In all cases payments will be made in full and in cleared funds to a bank account nominated in writing by the Supplier or we accept payment by BACS, CHAPS or PayPal. Customer may also phone us with an Order and use Debit/Credit Card details. All transaction charges (from any payment institution) are payable by the Customer.(c) time for payment shall be of the essence of the Contract.
- 9.10 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under this 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- 9.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- 9.12 In the event of a dispute with regard to an invoice, the undisputed portion shall be paid by the Customer. Upon resolution of the disputed portion, any amounts owed to the Supplier shall be paid with interest accruing from the date when the amounts were originally due.
- 9.13 Delivery to certain UK addresses may attract a surcharge. Supplier will inform the Customer of any surcharge when the Order is placed, and payment of the surcharge must be made prior to delivery.
- 9.14 If you require delivery to an address in the European Union you must supply an EORI (Economic Operators Registration and Identification Number) prior to delivery.
REFUNDS
- 10.1 General terms for Refunds(a) You must return the Goods in their original packaging with all items undamaged and in a fully saleable condition.(b) Unless the Goods are faulty, Goods must be unused.(c) Whilst in your possession, Goods must be kept separate from all other goods to avoid contamination or damage.
- 10.2 If you are a consumer: For most products bought online you have a legal right to change your mind within 14 days and receive a refund. We will of course offer refunds on faulty goods in accordance with your consumer rights.
- 10.2.1 We will not offer refunds on the following products:(a) products which have been used or damaged by you and/or are not returned in the original box and packaging;(b) Sale items(c) Items that have been made to your specification unless they are damaged or faulty.
- 10.2.2 To obtain a refundIf you are entitled to a refund, please let us know by emailing us at customerservice@the-pbc.com Please provide your name, home address, details of the order and, where available, your phone number and email address.
- 10.2.3 We will pay the costs of unused products returned:(a) if the products are faulty or not as described;(b) because you have a legal right to do so or as a result of something we have done wrong; in all other circumstances you must pay the costs of return.
- 10.2.4 How we will refund you. We will refund you the price you paid for the products, by the method you used for payment. However, we may make deductions from the price for our reasonable administration costs.
- 10.2.5 International ReturnsPlease note that any international customs duties and taxes paid at checkout or on receipt of goods are not refundable and you will be refunded the product cost only.
- 10.2.6 When your refund will be madeWe will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then we will make every effort to ensure your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us.
- 10.3 If you are a business: We may accept cancellation of the Order at our sole discretion where:(a) The Goods have not yet been dispatched (if a stock item)(b) If the Goods have been dispatched and delivered, you will receive a refund once the Goods have been returned to our premises and checked to confirm they are in their original condition.(c) Any refund will be less any reasonable costs and charges incurred by us as a result of the cancellation.
- 10.3.1 Refunds may not necessarily be made by the method of payment used to purchase the Goods and the payment method will be at the sole discretion of the Supplier or by mutual agreement.
- 10.3.2 Overpayments – (for example where you have chosen to select an alternative less expensive product from the original Order which has been agreed by the Supplier.) We will endeavour to issue a refund within three Working Days following receipt of the amended Order.
- 10.3.3 Returns – where Supplier accepts that the Goods are faulty or defective in some way, you may return the Goods and will be refunded for the price of the original Order.
LIMITATION OF LIABILITY
- 11.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:(a) death or personal injury caused by negligence;(b) fraud or fraudulent misrepresentation;(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession)(d) defective products under the Consumer Protection Act 1987.
- 11.2 Subject to 11.1, the Supplier's total liability to the Customer shall not exceed the total price paid by the Customer to the Supplier under the Order to which the loss occurred.
- 11.3 Subject to 11.1, the following types of loss are wholly excluded:(a) loss of profits;(b) loss of sales or business;(c) loss of agreements or contracts;(d) loss of anticipated savings;(e) loss of use or corruption of software, data or information;(f) loss of or damage to goodwill; and(g) indirect or consequential loss(h) loss for any defect arising from any design or Specification provided or requested by the Customer or its agents.
- 11.4 Each party acknowledges that it has not relied on, and subject to clause 11.1 will have no remedies (whether in equity contract, tort (including negligence) for breach of statutory duty, for misrepresentation (including negligent misstatement) or in any other way for any warranty, assurance, guarantee or representation which is not expressly set out in the Contract.
- 11.5 This 11 shall survive termination of the Contract.
TERMINATION
- 12.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
- 12.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in 12.1(b) to 12.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
- 12.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
- 12.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
- 12.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
- 12.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
FORCE MAJEURE
- 13.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 90 days, the party not affected may terminate the Contract by giving 30 days written notice to the affected party.
GENERAL
- 14.1 Assignment and other dealings(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- 14.2 Confidentiality(a) Each party undertakes that it shall not during the term of the Contract and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by 14.2(b).(b) Each party may disclose the other party's confidential information:(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this 14.2; and(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
- 14.3 Entire agreement(a) The Contract constitutes the entire agreement between the parties.(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
- 14.4 VariationNo variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
- 14.5 Waiver(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
- 14.6 SeveranceIf any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this 14.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
- 14.7 Notices(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or(ii) [sent by email to the following addresses (or an address substituted in writing by the party to be served):Supplier: The Plastic bottles Co,Unit 1F Cross Lane, Ulverston,Cumbria, LA12 9DQCustomer: The Plastic bottles Co,Unit 1F Cross Lane, Ulverston,Cumbria, LA12 9DQ (b) Any notice shall be deemed to have been received:(i) if delivered by hand, at the time the notice is left at the proper address;(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- 14.8 Third party rightsUnless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
- 14.9 Governing lawThe Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
- 14.10 Jurisdiction.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
© The Plastic Bottles Company 2018 - 2024. All rights reserved.
GJD Solutions Limited t/a The Plastic Bottles Company, Unit 1F Cross Lane, Ulverston, Cumbria, LA12 9DQ. Registration: 07515596.