Terms & Conditions of Sale

1.1 In these Conditions :-
"Buyer" means purchaser and/or client;
"Contract" means the contract for the purchase and sale of the Goods and Services subject to these Conditions;
"Conditions" means the terms and conditions set out below;
"Goods" means the goods (including any installments or parts) which the
Seller is to supply;
"Intellectual Property means any rights in inventions, patents, registered designs, design
Rights" rights, know-how, trade marks and service marks, copyright and all
other intellectual or industrial property rights whether or not capable
of registration;
"Seller" means BKS Plastics Limited (registered number 588686 )
"Services" means the services (including any repair work or installments) which
the Seller is to perform.
1.2 In these Conditions :-
1.2.1 any gender includes any other gender;
1.2.2 any reference to a statutory provision includes a reference to any modification or reenactment
of the provision from time to time in force; and
1.2.3 references to "the Goods", "the Contract", "the Services" or any payment
includes any part of any of them.
2.1 The Seller shall sell and the Buyer shall buy the Goods and the Services subject to these
Conditions, which supersede any other terms and govern the Contract to the exclusion of
any terms and conditions which the Buyer purports to apply or which are implied by
trade, custom or course of dealing.
2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer's order or
other document will form part of the Contract simply as a result of such document being
delivered to the Seller or referred to in the Contract.
2.3 Any variation to these Conditions is of no effect unless agreed in writing by an authorised
representative of the Seller., and attached to this document as an amendment.
2.4 These Conditions constitute the entire agreement between Buyer and Seller for the supply of
the Goods and the Services.
2.5 The Seller's employees or agents are not authorised to make any representation
concerning the Goods or Services unless confirmed by the Seller in writing, and the
Buyer acknowledges that it does not rely on, and waives any claim for breach of, any
such unconfirmed representation (unless such representation is made fraudulently).
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2.6 Any advice or recommendation given by the Seller or its employees or agents to the
Buyer as to the storage, application or use of the Goods which is not confirmed in writing by
the Seller is followed or acted upon entirely at the Buyer's own risk.
2.7 Any typographical, clerical or other error or omission in any document or information
issued by the Seller shall be subject to correction without any liability on the part of the
3.1 Each order for Goods and/or Services by the Buyer is an offer by the Buyer to purchase the
Goods and/or Services subject to these Conditions.
3.2 No order submitted by the Buyer by whatever means is accepted by the Seller until the
Seller confirms its written acceptance on the Seller's acknowledgement of order form or (if
earlier) the Seller delivers the Goods or supplies the Services to the Buyer.
3.3 The Buyer must ensure that the terms of any order (including any specification) are
complete and accurate and that it gives to the Seller any necessary information relating to the
Goods and Services within a sufficient time to enable the Seller duly to perform the
3.4 Where the Goods are manufactured or where standard goods of the Seller are altered in
order to become the Goods in either case in accordance with information, drawings or
instructions supplied by the Buyer:-
3.4.1 no guarantee or warranty is given by the Seller as to the practicability,
efficiency, safety or otherwise of the Goods;
3.4.2 the Buyer shall indemnify the Seller against all liability incurred by the Seller as a
result of:-
(a) the Goods infringing any Intellectual Property Rights or any statutory
(b) any impracticability, inefficiency, lack of safety or defect in the Goods
where any of these is due wholly or partly to faults or omissions in any such
information, drawings or instructions;
3.4.3 all work (including design drawings) and any idea, invention or improvement
made by or on behalf of the Seller pursuant to the Buyer's commission and all
Intellectual Property Rights therein belong to the Seller; and
3.4.4 the Seller shall not be liable to the Buyer in respect of any loss, damage or claim
incurred by or made against the Buyer if any Goods infringe any Intellectual
Property Rights.
3.5 The Seller reserves the right to make any changes in the specification of the Goods or
Services which are required for the Goods or Services to conform with any applicable
safety or other statutory or EU requirements or, where the Goods or Services are to be
supplied to the Buyer's specification, which do not materially affect their quality or
4.1 The price of the Goods and Services is the Seller's quoted price or, where no price has
been quoted (or a quoted price is no longer valid), the price listed in the Seller's published
price list current at the date of delivery or supply.
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4.2 Unless expressly stated otherwise in any quotation issued by the Seller to the Buyer, all
prices quoted are ex works and exclude the cost of packing. Any applicable value added tax
or any other sales tax or excise duties paid or payable by the Seller shall be added to the
price and shall be payable by the Buyer.
4.3 Firm price quotations are valid for a period of one month only from the date of quotation and
subject to withdrawal or revision at any time before acceptance of the Buyer's order. The
Seller may, at its absolute discretion, accept or reject any order placed by the Buyer.
4.4 In the event of the Buyer cancelling a part of the order in accordance with the provisions of
Condition 6, the Seller reserves the right to revise the price or prices quoted for Goods
already delivered.
4.5 The Seller reserves the right to review the Contract price(s) to take into account any
variation in cost to the Seller including without limitation:-
4.5.1 in the event of devaluation of the pound sterling or fluctuation in the rates of
foreign exchange; or
4.5.2 in the event of any increase in the price of raw materials or ingredients used by the
Seller in the manufacture of the Goods.
5.1 Where samples of Goods or colour charts are provided, these are submitted only as
indicative of the class, size or colour of Goods quoted for and sales of Goods shall not be
reference to any such samples or colour charts.
5.2 Whilst all descriptions and illustrations of the Goods in (inter alia) catalogues, brochures and
price lists provided by the Seller have been carefully prepared, they are intended
nevertheless for general guidance only and do not form part of any Contract and no
responsibility is accepted for any errors or omissions therein or for any loss or damage
resulting from reliance on such descriptions and illustrations.
5.3 Where the Seller agrees to provide a specially designed drawing, the Buyer agrees that it
is obliged to check the accuracy and suitability of the drawing and that the Seller shall not
be liable for any omissions or inaccuracies in the measurements given. Any drawing
provided by the Seller is, and remains, its property and may not be reproduced in whole
or in part without written consent of the Seller.
6.1 No order may be cancelled by the Buyer except with the Seller's written agreement and on
terms that the Buyer shall indemnify the Seller against all loss (including loss of profit),
costs, (including the cost of all labour and materials used), damages, charges and expenses
incurred by the Seller as a result of cancellation. In any case where the Seller was required
to place a deposit with a manufacturer or supplier in respect of an order, the Seller may
require the Buyer to reimburse such sum in the event of cancellation.
6.2 If the Buyer extends or delays the Contract or fails to take delivery of any Goods at the
agreed time or (if no time is agreed) within a reasonable time then the Buyer shall indemnify the
Seller against all loss (including loss of profit), costs (including the cost of storage and all labour and
materials used), damages, charges or expense incurred by the Seller as a result of such extension, delay
or failure.
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7.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be
liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall
not be of the essence unless previously and expressly agreed by the Seller in writing.
7.2 The Seller reserves the right to deliver Goods by installments and in such event each
instalment shall be treated as a separate Contract save that the delivery of further
installments may be withheld until such Goods contained in earlier installments have been
paid for in full.
7.3 Where Goods are held by the Seller awaiting delivery instructions, they may be subject to a
storage charge.
7.4 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's
premises at any time after the Seller has notified the Buyer that the Goods are ready for
collection or, if some other place for delivery is agreed by the Seller, by the Seller
delivering the Goods to that place.
7.5 On being given notice of delivery to some place other than the Seller's premises as
provided in Condition 7.1 above, the Buyer is responsible for arranging prompt unloading of
the transport at the final destination. Any additional costs incurred due to delays in
discharging transport are the Buyer's responsibility.
7.6 If the Buyer fails to take delivery of the Goods, then, without prejudice to any other right or
remedy available to the Seller, the Seller may:
7.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable
costs (including insurance) of storage; or
7.6.2 sell the Goods at the best price readily obtainable and (after deducting all
reasonable storage 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.
8.1 On delivery, the Buyer shall examine the Goods for defects and completeness. Thereafter no
claim for damage in transit, for shortage in delivery or for loss of Goods will be
entertained unless, in the case of damage, a separate notice in writing is given to the
carriers or to the Seller within three days of the receipt of the Goods, followed within 14 days
of the date of the advice of the despatch by a complete claim in writing; or, in the case of
loss of Goods, a separate notice in writing and a claim is given to the Seller's and carriers
within 14 days of the date of the Seller's advice of despatch to the Buyer. In all cases a
signature 'unexamined or unchecked' shall be deemed to be an unconditional acceptance of
the Goods.
8.2 The Seller's liability for damage or non-delivery of Goods duly notified in accordance with
the above shall in any event be limited to replacement of the Goods within a reasonable
time (or, at the Seller's option, refunding the price thereof) whether the damage or nondelivery
is due to the Seller's negligence or otherwise.
9.1 Where the Seller has granted the Buyer a credit facility, the price for the Goods and/or
Services shall be paid by the Buyer, without setoff, deduction or counterclaim. Unless
otherwise expressly provided , not later than 30 days from the date at which the invoice
was presented ('the due date') or, if the Seller shall so require under Condition 9.2, to be
paid on demand without any period of notice.
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9.2 The Seller reserves the right to withdraw or vary credit facilities at any time by summary
written notice to the Buyer without giving any reason for doing so, or thereby incurring
any liability to the Buyer.
9.3 If the Buyer takes Goods from the Seller in excess of the Buyer's credit limit, the Seller
may require payment in advance of delivery for such excess of Goods.
9.4 The discounts allowable to the Buyer are those shown on the Seller's quotation only, and,
unless otherwise expressly agreed in writing, no other discounts or commissions are to
become due or allowable to the Buyer (any previous course of dealing notwithstanding).
10.1 When payment of any of the Seller's invoices is overdue, the Seller may suspend its
performance of the Contract to which the invoice relates and/or of any other Contract then
subsisting between the Seller and the Buyer.
10.2 In the event of legal action being taken by the Seller against the Buyer for breach of
payment obligations hereunder, the Buyer shall be responsible for all costs and
disbursements incurred by the Seller on a full indemnity basis.
10.3 The Seller shall be entitled to charge and recover interest from the Buyer on the price of the
Goods calculated at the rate of four per cent per annum above the Yorkshire Bank base rate
from time to time from the due date until the date of payment.
10.4 Time of payment is of the essence.
10.5 For the purposes of these Conditions, payment is received when the Seller receives it in
cleared funds.
10.6 Payment by the Buyer shall be made without any deduction or set off.
10.7 Despite any provision allowing credit, payment is due and payable to the Seller
immediately upon cancellation or termination of the Contract.
10.8 The Seller is entitled to set off sums owed by the Seller to the Buyer against sums owed
by the Buyer to the Seller.
11. RISK
11.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if
the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has
tendered delivery of the Goods. For the purpose of this Condition, 'delivery' shall mean the
arrival of the Goods at the place of delivery of the Buyer where delivery is by the Seller,
or the safe loading of the Goods into the Buyer's vehicles, or those of the Buyers appointed
carriers, at the Seller's premises where delivery is through collection by the Buyer.
12.1 Notwithstanding delivery and the passing of risk in the Goods or any other provision of
these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has
received in cash (or cleared funds) payment in full of the price of the Goods and all other
Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
12.2 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the
Goods as the seller's fiduciary agent and bailee, and shall keep the Goods separate from
those of the Buyer and third parties and properly stored, protected and insured and
identified as the Seller's property. Until that time the Buyer shall be entitled to resell or use
the Goods in the ordinary course of business, but shall account to the Seller for the
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proceeds of sale or otherwise of the Goods, whether tangible or intangible, including
insurance proceeds, and shall keep all proceeds separate from any monies or property of the
Buyer and third parties and, in the case of tangible proceeds, properly stored, protected
and insured.
12.3 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are
still in existence and have not been resold), the Seller shall be entitled at any time to require
the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith,
to enter upon any premises of the Buyer or any third party where the Goods are stored and
repossess the Goods.
12.4 The Buyer shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Goods which remain the property of the Seller, but if the Buyer
does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other
right or remedy of the Seller) forthwith become due and payable.
13.1 The Buyer acknowledges that unless otherwise agreed in writing with the Buyer, any and all Intellectual Property Rights in the Goods shall at all times remain the sole property of the Seller and the Buyer shall not acquire any rights in relation thereto. All work (including design drawings and any idea, invention or improvement made by or on behalf of the Sellers pursuant to the Buyer's commission and all Intellectual Property Rights therein (including any design right in a design created by the Seller) belong to the Seller.
14.1 The Seller warrants to the Buyer that the Goods correspond with their speciation at the time of delivery and will be free from defects in material workmanship for a period of 6 months from the date of initial use or 12 months from delivery, whichever is the first to expire.
14.2 The Seller shall not be liable under this warranty (or any other warranty, condition or guarantee) if:-
14.2.1 the total price for the Goods and Services has not been paid by the due date for payment; or
14.2.2 any defect in the Goods arises from any information, drawing or specification supplied by the Buyer; or
14.2.3 any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or written) or maintenance requirements, misuse or alteration or repair of the goods without the Seller's prior approval; or
14.2.4 the Goods have been improperly installed or connected (unless the Seller carried out the installation and connection
14.3 This warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller and which the Seller is entitled to and able to assign to the Buyer.
14.4 Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification must (whether or not delivered is refused by the Buyer) be notified to the Seller within fourteen days from the date of BKS Plastics Ltd – Terms & Conditions of sale – Issue 4 20-10-08 Page- 7 - delivery or performance or, where the defect or failure was not apparent on reasonable inspection, within a reasonable time after discovery of the defect or failure.
14.5 In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for the Buyer to reject them.
14.6 If the Buyer does not notify claims in accordance with Condition 14.4 then:-
14.6.1 the Buyer shall not be entitled to reject the Goods;
14.6.2 the Seller shall have no liability for such defect or failure; and
14.6.3 the Buyer shall be bound to pay the full price for the Goods.
14.7 In the event the Buyer has a valid claim which has been notified to the Seller pursuant to Condition 14.4, the Seller shall be entitled to repair or replace the Goods, at the Seller's option refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
15.1 Subject to Condition 14 the following sets out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Buyer in respect of any breach of these Conditions, and any representation, statement, act or omission (including negligence) arising under or in connection with the Contract.
15.2 All warranties, conditions or other terms implied by statute, common law, trade usage or otherwise are excluded to the fullest permitted by law but this exclusion does not apply to:-
l5.2.1 any implied condition that the Seller has or will have the right to sell the Goods when the property is to pass; or
15.2.2 where the Goods are not sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1997, any implied term relating to the conformity of the Goods with their description or sample or as to their quality or fitness for a particular purpose.
15.3 Nothing in these Conditions excludes or limits the Seller's liability for death or personal injury caused by the Sellers' negligence or for fraudulent misrepresentation.
15.4 Subject to Conditions 15.2 and 15.3 the Seller shall not be liable to the Buyer for any loss of profit, loss of production, depletion of goodwill and any indirect loss, damage, costs or expenses whatsoever in each case which arises out of or in connection with the Contract.
15.5 Subject to Condition 15.1 the Seller's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with performance or contemplated performance or lack of performance of the Contract shall be limited to the Contract price.
16.1 The Seller shall not be liable to the Buyer or deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without prejudice to the generality of the foregoing, the  BKS Plastics Ltd – Terms & Conditions of sale – Issue 4 20-10-08 Page- 8 - following shall be regarded as causes beyond the Seller's control:
16.1.1 act of God, explosion, flood, tempest, fire or accident;
16.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
16.1.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
16.1.4 import or export regulations or embargoes;
16.1.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Sellers or of a third party);
16.1.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
16.1.7 power failure or breakdown in machinery.
17.1 The Seller shall have the right to terminate the Contract forthwith where the Buyer becomes insolvent or bankrupt or makes arrangements with its creditors or suffers a receiver to be appointed or being a corporate body enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases the Seller shall have no further obligation hereunder and the price for all Goods delivered and Services provided shall become immediately due and payable.
17.2 The Seller shall have the right to terminate the Contract at any time upon giving 14 days written notice to the Buyer provided that the Seller shall meet all orders for the Goods outstanding at the date of termination.
18. LIEN
18.1 The Seller shall have a general lien (together with a power of sale) on all property owned by the Buyer in the Seller's possession in satisfaction of any payment due or owing from the Buyer on any account.
19.1 These Conditions shall be governed and construed in accordance with English Law and all disputes arising in connection therewith shall be submitted to the jurisdiction of the English courts.
19.2 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller, whether or not under the Contract.
19.3 If any provision of the Contract is found by any competent authority to be invalid, unenforceable or unreasonable, it shall be severed from the remainder of the Contract which shall continue in full force and effect.
19.4 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract is not a waiver of any of its rights under the Contract.
19.5 Any waiver by the Seller of any breach by the Buyer is not a waiver of any subsequent breach.
19.6 Any notice to be given by either party to the other under these Conditions must be in writing addressed to that other party at its registered office or principal place of business or  such other address as may have been notified for these purposes.
19.7 Notices addressed to the Seller shall be marked for the attention of [Managing Director].
19.8 Notices shall be delivered personally or sent by first class post or sent by facsimile transmission. or Email
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19.9 A notice is deemed to have been received:-
19.9.1 if delivered personally, at the time of delivery;
19.9.2 if sent by prepaid first class post, on the second working day after posting (exclusive of the day of posting);
19.9.3 if sent by facsimile transmission, on a working day prior to 4.00pm at the time of completed transmission and otherwise on the next working day.
19.9.4 if sent by email transmission, on a working day prior to 4.00pm at the time of completed transmission and otherwise on the next working day.
19.10 The Contract does not create, confer or purport to confer any benefit or right enforceable by any person not a party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.
20.1 The Seller may assign or subcontract the Contract or any part of it and may dispose of or deal in any manner with any of its rights or beneficial interests under it.
20.2 The Buyer may not assign the Contract or dispose of or deal in any manner with any of its rights or beneficial interests under it.
21.1 The Contract shall be governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.
21.2 Condition 21.1 is for the benefit of the Seller only and as a result the Seller shall not be prevented from taking proceedings in any other courts with jurisdiction, whether concurrently or not.