1. DEFINITIONS

“The Company” means a business of the Chelsea Technologies Group Ltd as stated on the quotation or formal acknowledgement of order.

“the Customer” means the person, firm, company or organisation whose order for goods and / or services referred to in a quotation or document issued by the Company is accepted by the Company. “the Goods” means the produce, products, plant or materials processed and / or products contracted to be sold by the Company to the Customer manufactured by the Company pursuant to the Customer’s order. “the Delivery Point” means the place specified in the Company’s Sales Confirmation Form for delivery of the Goods.

References to Statues or statutory provisions as from time to time amended re-enacted or replaced. “the Services” means the activities undertaken by the Company in pursuance of the Customer’s agreed requirements.

2. GENERAL

( 1 ) All quotations are given orders accepted and the Goods processed and delivered by the Company subject to and upon the following terms and conditions of sale to which no addition or variation shall apply unless specifically agreed in writing by an authorised representative of the Company.

IN THE ABSENCE OF SUCH AGREEMENT THE CUSTOMER SHALL UPON DELIVERY OF THE GOODS OR (WHERE DELIVERY IS BY INSTALMENT) THE FIRST ITEM THEREOF BE DEEMED TO HAVE GIVEN FINAL AND ABSOLUTE ACKNOWLEDGEMENT OF ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS IN THE FORM HEREIN SET OUT.

(2) No other terms and conditions shall apply notwithstanding any provisions to the contrary which may appear on the order form or purchase order or any other document issued by the Customer whether or not the same shall be signed by or on behalf of the Company and whether issued either before or subsequent to the acceptance by the Company’s order.

(3) Acknowledgement of receipt of a Customer’s enquiry or order or other communication by the Company in connection therewith shall not constitute acceptance of that order for contractual purposes.

(4) The delivery of the Goods or part thereof or the sending by the Company to the Customer of a written acceptance issued upon the Company’s Form of Acceptance (whichever shall be the earlier) shall alone constitute the Company’s acceptance of the Customer’s order.

(5) The Company reserves the right in its sole discretion to sub-contract the whole or any part of the work to produce the Goods.

3. PRICES

(1) Prices quoted are those ruling at the date of issue by the Company of its quotation.

(2) Prices are (unless otherwise stated) quoted net of all taxes imposts and levies which are or may from time to time be levied by any government statutory or local authority upon the sale of the Goods and such additions (if any) shall be charged at the rates prevailing at the date of delivery or invoice as the case may be.

(3) In the event of the Company incurring any increase in packaging insurance transportation manufacturing and / or material costs after submission of its quotation it shall be entitled upon giving written notification to the Customer to increase its prices and such increased prices shall thereupon become payable by the Customer in respect of any Goods already ordered by the Customer.

(4) The Company shall be entitled upon giving written notification to the Customer to increase the price payable for the Goods in the event that the Company shall incur any additional costs as a result of the Customer failing to meet a date in the agreed work schedule or causing the Company to work overtime not previously provided for in the compilation of the Company’s quotation.

4. PAYMENT TERMS

(a) Within 30 days of invoice (unless specifically varied by the Company’s letter of acknowledgement) or

(b) The date of dispatch of the Goods from the Company’s premises or

(c) The date of removal of the Goods to the Company’s storage facilities pursuant to Clause 9(1) below whichever shall be earlier

(d) For non-approved accounts pro-forma payment or cash with order

(2) Failure by the Customer to pay in accordance with these Terms and Conditions shall entitle the Company at its option to withhold further deliveries until such payments shall have been made.

(3) No forbearance or indulgence by the Company shown or granted to the Customer shall in any way affect or prejudice the rights of the Company or be taken as a waiver of the terms of this or any other clause herein.

(4) The Company may render interim invoices to the Customer in the event that any work contracted to be undertaken for the Customer shall take more than three months to complete.

(5) If the Company’s quotation shall specify payment in a currency other than £ sterling the price payable by the Customer shall be increased pro-rata to any decrease that may occur in the value of that currency by the time of payment in relation to the exchange rate specified on the original quotation.

5. TITLE

(1) Title to and property in the Goods or Services shall remain vested in the Company until payment in full of (i) the total invoice price for the Goods together with any other related charges and (ii) any other amounts which are overdue for payment by the Customer have been paid to the Company.

(2) Until such time as title to the Goods shall pass to the Customer it shall hold them as baillee for the Company storing them separately from other goods in the keeping of the Customer and shall if so requested forthwith return them to the Company.

6. QUANTITIES

(1) Whilst every effort will be made to deliver the quantity of Goods ordered by the Customer the Company shall be deemed to have complied with its contractual obligations and completed the Customer’s order when it has delivered such variation of the Customer’s Order or quantity as amended and agreed by the Company’s letter of acknowledgement or other later communication from the Company.

(2) In the event of such quantity variation the total price payable by the Customer in respect of the Goods shall be increased or decreased pro rata to the quantity variation .

7. DELIVERY

(1) The Company will use its best endeavours to comply with dispatch collection and delivery dates or agreed programme for Services but such dates or programmes are estimates only and are not guaranteed neither shall they under any circumstances be deemed to be a term or condition of the contract for sale.

(2) The Company shall accept no liability of whatsoever nature for failure to meet such dates and such failure shall not entitle the Customer to repudiate or cancel the Contract unless failure shall have been caused by the wilful default or neglect of the Company.

(3) Delivery shall be deemed to take place on (I) the physical handing over of the Goods to the Customer or a designated carrier or agent or (ii) upon the Company giving notice to the Customer that the Goods are ready for collection and have been consigned to the Company’s storage facilities.

(4) The risk in the Goods shall pass to the Customer on delivery EXW (Ex Works as per Incoterms 2000). Other Incoterms 2000 deliveries can be arranged by agreement with the client.

8. LOSS/DAMAGE IN TRANSIT

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The Company shall accept no liability whatsoever for loss of or damage to the Goods In accordance with 7(4). In the event the Company has been requested to arrange delivery on behalf of the Customer, the Customer will be responsible for pursuing any claim.

9. STORAGE

(1) If for any reason the Customer fails or refuses to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Company shall if its storage facilities permit store the Goods and take reasonable steps to safeguard and preserve them until their actual delivery

(2) Storage of the Goods shall in accordance with Clause 10 below be at the Customer’s risk and the Company shall be entitled to make an appropriate charge for such storage and for storage or any materials belonging to the Customer.

(3) If the Customer shall fail to take delivery of the Goods within 28 days of notification that they are ready for delivery or having been stored that storage facilities are no longer available the Company shall have the right to sell dispose or otherwise deal with the Goods and the Customer shall be liable to the Company for loss (including profits) or damage which the Company shall suffer in consequence of the Customer’s failure to take delivery of the Goods.

10. INSURANCE

(1) Subject as hereinafter provided the Company shall insure the Goods and any materials supplied by the Customer in connection with their manufacture whilst the same shall remain on the Company’s premises and are in transit to the destination specified by the Customer.

(2) The insurance cover provided by the Company pursuant to paragraph (1) above shall be limited to the replacement value of the materials and / or finished Goods (as the case may be) and it shall be the responsibility of the Customer to arrange for any additional insurance cover if the Customer shall so require.

(3) The insurance cover provided by the Company pursuant to paragraph (1) above shall be cancelled both in respect of storage on the Company’s premises and transit in the event that as a result of a default or omission on the part of the Customer the Goods shall not be dispatched from the Company’s premises when ready for delivery.

11. PRELIMINARY WORK

The Company shall have the right to charge the Customer for any work of an experimental sample or test nature carried out by the Company on the Customer’s order for Goods shall be accepted.

12. CUSTOMER’S COPY AND MATERIALS

(1) If the Company shall be involved in any additional work as a result of unclear or illegible instructions or copy supplied by the Customer the Customer shall pay the resulting supplementary charges made by the Company.

(2) The Customer shall where its own materials are to be used in the manufacture of the Goods supply - (i) Such quantities as hall be adequate to cover normal spoilage and
(ii) Materials of such quality as shall be suitable for the purpose required by the Customer

(3) The Company will take every care to secure the best results when using the Customer’s copy and / or materials but shall accept no liability in the event of their proving to be unsuitable or defective and thereby affecting the quality of the Goods

(4) The Company may reject any paper plate’s film or other material supplied or specified by the Customer if they shall in the opinion of the Company be or appear to be unsuitable. Such rejection shall not in any way release the Customer from its obligations and shall render it liable to pay to the Company any increased costs thereby incurred including (but not by way of limitation) machine standing time.

13. STANDING MATERIAL

All materials supplied and used by the Company in connection with the manufacture of the Goods (other than those actually incorporated in the Goods) shall remain the property of the Company notwithstanding the ultimate passing of title in the Goods pursuant to Clause 5 hereof. The Company may distribute efface or destroy such materials immediately after the Goods have been manufactured unless it shall have agreed otherwise in writing with the Customer.

14. PROOFS AND ALTERATION TO SPECIFICATION

(1) The Company shall not accept responsibility for errors in specifications technical drawings and associated materials which have been submitted to and approved by the Customer and such errors shall be corrected at the sole expense of the Customer.

(2) The Company shall be entitled to vary the estimated price for the Goods in accordance with its then current charges if it shall after acceptance of the Customer’s order agree to a variation in the Customer’s specification at the request of the Customer.

15. CUSTODY OF CUSTOMER’S MATERIALS AND PROPERTY

(1) The Company shall take every care to ensure the safety and preservation of any materials supplied by the Customer for use in the manufacture of the Goods and shall indemnify the Customer against loss of or damage to such materials whilst on the Company’s premises provided that such indemnity shall not extend to consequential loss or damage to the value of the material.

(2) The Company shall be entitled to exercise a general lien in respect of unpaid debts upon any property or materials in its possession which belong to or have been deposited by the customer.

16. FORCE MAJEURE

In the event that the Company shall be delayed in or prevented from carrying out all or any of its obligations under a contract for sale of Goods as a result of any cause beyond its control including (but not by way of limitation) war invasion hostilities civil war civil strife or commotion strikes lock-outs breakdown of plant failure or third parties to deliver Goods or materials storm flood fire or any other cause it shall be relieved of all obligations and liabilities incurred under such contract insofar as and for so long as the fulfilment of such obligations and liabilities is thereby prevented frustrated or impeded.

17. COMPANY’S WARRANTY

(1) The Company warrants that the materials supplied by it and the workmanship employed in the manufacture of the Goods will be free from defect for a period of twelve months from the date of delivery and is ex-works. In respect of Services, no such warranty shall apply, with the Company’s liability for the remedy of design defects ceasing at the time of Customer acceptance against the agreed criteria contained in the proposal.

(2) No claims for any defect in the Goods will be accepted unless made in writing by the Customer within seven days after delivery. If delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price of the goods in full. On acceptance of a valid claim, the Company will at its option either remedy the imperfection or refund to the Customer a sum equivalent to the price paid to the Company for the defective goods.

(3) The Company’s warranty shall not apply to any Goods

(i) which have been tampered with in any way outside the Company’s premises or
(ii) which have been stored in unsuitable conditions or for an excessive period or
(iii) which have been subject to misuse negligence or accident or
(iv) the quality of which has been impaired as a result of the incorporation of defective materials supplied by the Customer or
(v) defects in which have not been reported to the Company and facilities for inspection provided to the Company within seven days after delivery

(4) The Company shall be under no liability in respect of any defect in the Goods arising from fair wear and tear, wilful damage, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing). Also, the Company has the right not to accept liability under the warranty, if the total price for the Goods has not been paid by the due date for payment by the Customer.

18. LIMITATION OF COMPANY’S LIABILITY

(1) Except as expressly stated above all other warranties conditions and representations express or implied statutory or otherwise are (to the extent that they may in law be excluded) hereby excluded and the Company shall not be liable under any circumstances in contract tort or otherwise for any loss damage expense or injury (whether direct or indirect or consequential) arising out of or in connection with the order supply or use of the Goods or any defect in them PROVIDED ALWAYS that it shall not exclude:

(i) liability in respect of death or personal injury arising out of the Company’s negligence
(ii) such liability in respect of direct physical damage arising out of the Company’s negligence as may in the circumstances be reasonable provided that such liability shall not in any event exceed the total invoice price of the Goods
(iii) any terms as to title quiet possession and freedom from encumbrance which may be implied by Section 12 of the Sale of Goods Act 1979

(2) Without prejudice to the provisions of Clause 18(I) in no circumstances will the Company be liable in relation to the uses to which the Goods may be put by the Customer and gives no warranty as to their fitness or suitability for any particular purpose and or under any special conditions notwithstanding that any such purposes or conditions may be known to the Company.

19. CUSTOMER’S WARRANTY

The Customer warrants that the design of the Goods in accordance with the Customer’s Specification the form and content of any matter to be printed at the Customer’s order shall in no way constitute an infringement of any copyright trade-mark registered design Patent or other right of a third party and shall not be defamatory or illegal or constitute a breach of any United Kingdom legislation from time to time current and the Customer shall fully indemnify the Company against any loss claim or damage whether direct or indirect which the Company may suffer as a result of any such infringement defamation or breach.

20. DEFAULT OR INSOLVENCY OF CUSTOMER

(1) If the customer defaults in any way in its commitments with the Company or suffers any distress or execution upon its property or assets or makes or offers to make any arrangement or composition with its creditors or commits an act of bankruptcy or has a receiver appointed over all or a substantial part of its assets or a resolution passed or petition filed for winding up then the Company shall have the right (without prejudice to any other remedies) to cancel any uncompleted order or to withhold or suspend delivery of the Goods

(2) In the event of an order being cancelled by the Company in the above circumstances or being cancelled by the Customer the Customer shall indemnify the Company against all loss (including profits) costs (including labour materials and overheads) and all other expenses and damages incurred by the Company in connection with the order and its cancellation (the Company giving credit for the value of any materials sold or utilised for other purposes)

21. ENGLISH LAW

Every contract to which these Terms and Conditions shall apply shall be construed in accordance with and governed in all respects by the Laws of England and the Company and the Customer agree to submit to the jurisdiction of the English Courts.