Terms & Conditions

ADVANCED PROTECTIVE PACKAGING LTD.
CONDITIONS OF SALE CONTRACT

  1. ALL ORDERS ARE ACCEPTED SUBJECT TO THESE CONDITIONS. BY ORDERING FROM ADVANCED PROTECTIVE PACKAGING LTD. (THE COMPANY ) THE
    BUYER WILL BE DEEMED TO AGREE THAT THESE CONDITIONS
    OF SALE SHALL FORM THEBASIS OF THE CONTRACT MADE IN RESPECT OF THE SAID GOODS AND THAT THEY SHALL PREVAIL NOT WITHSTANDING ANY
    PRINTED OR OTHER CONDITIONS CONTAINED IN ANY
    PURCHASE ORDER, ACCEPTANCE OR QUOTATION OR OTHERWISE BROUGHT TO THE BUYERS NOTICE. ALL OTHER CONDITIONS, AGREEMENTS
    REPRESENTATIONS, PROMISES, UNDERTAKINGS,
    UNDERSTANDINGS OR WARRANTIES OF ANY KIND (APART FROM THOSE IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1983) ARE HEREBY
    EXCLUDED.
    QUOTATIONS
    2.ALL QUOTATIONS ARE SUBJECT TO WITHDRAWAL OR AMENDMENT AT ANY PRIOR TO CONFIRMATION BY THE COMPANY OF AN ORDER FOR GOODS
    REFERRED TO THEREIN AND ARE ALSO SUBJECT TO
    MATERIALS BIENG AVAILIABLE AT THE TIME OF ACCEPTANCE OF OUR ORDER. CLERICAL ERRORS ARE SUBJECT TO CORRECTION.
    PRICES
    3.(A) WHERE THE QUANTITY ORDERD IS LESS THAN THAT QUOTED FOR OR DELIVERY IS ORDERD IN INSTALLMENTS LESS THAN THOSE SPECIIFED IN THE
    QUOTATION, THE PRICES ARE SUBJECT TO
    ADJUSTMENTS AS APPROPRIATE.
    (B) PRICES ARE SUBJECT TO REVISION IN THE EVENT OF ANY INCREASE IN COST OF RAW MATERIALS OR OTHER COSTS REQUIRED TO FULFIL THE
    ORDER, BETWEEN THE DATE OF CONFIRMATION OF ORDER
    AND DATE OF DELIVERY TO BUYER.
    (C) IN THE EVENT OF ANY DISPUTE ARISING AS TO SUCH INCREASED PRICES A CERTIFICATE GIVEN BY THE COMPANY'S AUDITORS THAT SUCH
    INCREASED PRICES ARE CAUSED DIRECTLY BY SPECIFIED
    INCREASED COSTS INCURRED BY THE COMPANY SHALL BE FINAL AND BINDING ON THE BUYER.
    MANUFACTURE
    4.(A) MANUFACTURING QUANTITIES ARE SUBJECT TO A TOLERANCE OF +/- 10%, THE SURPLUS OR SHORTAGE TO BE CHARGED OR DEDUCTED PRORATA.
    (B) SPECIFIED DIMENSIONS ARE SUBJECT TO A TOLERANCE OF +/- 5 MILLIMETRES.
    (C) MATERIALS OF EQUIVILANT OR HIGHER STRENGTH MAY BE SUBSTITUTED FOR MATERIALS QUOTED. ANY CARTON MATERIALS SUPPLIED ARE
    SUBJECT TO THE TOLLERANCES LAID DOWN IN THE BRITISH
    PAPER AND BOARD TRADE CUSTOMS, COPIES OF WHICH ARE AVAILIABLE FROM THE BRITISH PAPER AND BOARD INDUSTRY FEDERATION.
    DELIVERY
  2. (A) EVERY EFFORT WILL BE MADE BY THE COMPANY TO DELIVER THE GOODS WITHIN THE AGREED DELIVERY PERIOD BUT NO GUARANTEE OF
    DELIVERY DATE IS IMPLIED AND THE COMPANY SHALL
    NOT BE LIABLE FOR LOSS OR DAMAGE OCCASIONED BY ANY DELAY IN DELIVERY.
    (B) WHERE THE BUYER FAILS TO ACCEPT DELIVERIES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE ORDER AS CONFIRMED IN THE
    COMPANY'S OFFICIAL ORDER CONFIRMATION, THE
    BALANCE OF UNDELIVERED GOODS SHALL BE INVOICED TO THE BUYER, THE GOODS BEING HELD AT THE BUYERS RISK AND ANY STORAGE AND ADDITIONAL
    CARRIAGE COSTS BEING CHARGED TO THE BUYERS
    ACCOUNT.
    PAYMENT
  3. SUBJECT TO SATISFACTORY REFERENCES, GOODS INVOICED UP TO AND INCLUDING THE LAST DAY OF A CALANDER MONTH SHALL BE PAID FOR NOT
    LATER THAN THE 20TH OF THE FOLLOWING MONTH. THE
    COMPANY RESRVES THE RIGHT TO CHARGE INTEREST ON ANY OVERDUE ACCOUNT AT 3% PER MONTH UNTIL THE SUM DUE IS PAID, OTHERWISE
    PAYMENT IS TO BE MADE BY CASH WITH ORDER.
    PASSING OF RISK AND TITLE
  4. (1) THE RISK IN THE GOODS SHALL PASS TO THE BUYER WHEN THE GOODS ARE TENDERD FOR DELIVERY AT THE BUYER'S WORKS OR PREMISES.
    THE RISK IN GOODS COLLECTED FROM THE
    COMPANY'S WORKS SHALL PASS TO THE BUYER WHEN THE GOODS ARE LOADED ON THE VEHICLE OF THE BUYER OR HIS CARRIER OR OTHER AGENT.
    (2) UNTIL FULL PAYMENT FOR THE GOODS HAS BEEN RECEIVED BY THE COMPANY ;-
    (A) PROPERTY IN THE GOODS SHALL REMAIN THE COMPANY'S ;
    (B) SHOULD THE GOODS (OR ANY OF THEM ) BE CONVERTED INTO A NEW PRODUCT, WHETHER OR NOT SUCH CONVERSION INVOLVES THE ADMIXTURE
    OF ANY OTHER GOODS OR THING WHATSOEVER
    AND IN WHATEVER PROPORTIONS, THE CONVERSION SHALL BE DEEMED TO HAVE BEEN EFFECTED ON BEHALF OF THE COMPANY AND THE COMPANY SHALL
    HAVE FULL LEGAL AND BENEFICIAL OWNERSHIP
    OF THE NEW PRODUCT ;ý
    (C) THE BUYER SHALL KEEP AND STORE THE GOODS AND THE NEW PRODUCT REFERRED TO IN (B) ABOVE IN SUCH A MANNER THAT THEY CAN BE
    IDENTIFIED AS THE COMPANYS PROPERTY.
    (D) SUBJECT TO (E) AND (F) BELOW, THE BUYER SHALL BE AT LIBERTY TO SELL THE GOODS AND THE NEW PRODUCTS REFFERED TO IN (B) ABOVE IN
    THE ORDINARY COURSE OF BUSINESS ON THE
    BASIS THAT THE PROCEEDS OF SALE SHALL BE THE COMPANY'S PROPERTY AND IN TRUST BY THE BUYER FOR THE COMPANY ABSOLUTELY.
    (E) THE COMPANY MAY AT ANY TIME REVOKE THE BUYERS POWER OF SALE BY NOTICE TO THE BUYER IF THE BUYER IS IN DEFAULT FOR LONGER THAN
    SEVEN DAYS IN THE PAYMENT OF ANY SUM
    DUE TO THE COMPANY, OR IF THE COMPANY HAVE BONA FIDE DOUBTS AS TO THE SOLVENCY OF THE BUYER
    (F) THE BUYERS POWER OF SALE SHALL AUTOMATICALLY CEASE IF A RECEIVER IS APPOINTED OVER ANY OF THE ASSETS OR THE UNDERTAKING OF
    THE BUYER OR A WINDING UP ORDER IS MADE AGAINST
    THE BUYER OR THE BUYER GOES INTO INVOLUNTARY LIQUIDATION (OTHERWISE THAN FOR THE PURPOSE OF RECONSTRUCTION OR AMALGIMATION ) OR
    CALLS A MEETING OF OR MAKES ANY ARRANGMENTS
    OR COMPOSITION WITH CREDITORS OR COMMITS ANY ACTS OF BANKRUPTCY ;
    (G) UPON DETERMINATION OF THE BUYERS POWER OF SALE UNDER (E) AND (F) ABOVE THE BUYER SHALL PLACE ALL GOODS AND THE NEW
    PRODUCTS AT THE COMPANY'S DISPOSAL WHO SHALL BE
    ENTITLED TO ENTER UPON ANY PREMISES OF THE BUYER FOR THE PURPOSE OF REMOVING THE GOODS AND THE NEW PRODUCTS FROM THE PREMISES
    (INCLUDING SEVERANCE FROM THE REALTY WHERE
    NECESSARY )
    CLAIMS
    8.(A) ANY COMPLAINT OF SHORT DELIVERY OR OF ANY DAMAGE TO GOODS IN TRANSIT MUST BE NOTIFIED TO THE COMPANY IN WRITING OTHERWISE
    THAN UPON A CONSIGNMENT NOTE OR DELIVERY
    DOCUMENT WITHIN 5 DAYS OF RECEIPT OF GOODS AND ANY COMPLAINT OR FAILURE TO DELIVER GOODS INVOICED MUST BE SO NOTIFIED WITHIN 5 DAYS
    OF THE INVOICE.
    (B) WHERE A DELIVERY NOTE IS MADE BY THE COMPANY TO A CARRIER FOR THE TRANSMISSION TO THE BUYER'S NOMINEE, THE COMPANY WILL
    CLAIM AGAINST THE CARRIER ON THE BUYERS BEHALF
    IN RESPECT OF NON-DELIVERY OR SHORT DELIVERY BY THE CARRIER OR DAMAGE IN TRANSIT PROVIDED THE BUYER NOTIFIES BOTH THE COMPANY AND
    THE CARRIER IN WRITING OF ANY SUCH CLAIM IN 5
    DAYS.
    (C) WITHOUT PREJUDICE TO ANY OTHER PROVISIONS OF THIS CAUSE ANY OTHER LIABILITY IS HEREBY EXCLUDED FOR ANY LOSS OR DAMAGE
    HOWSOEVER ARISING SUSTAINED BY THE BUYER IN
    CONNECTION WITH, OR AS A RESULT OF, ANY DEFECT IN THE GOODS SUPPLIED OR ANY OTHER ERROR OR OMISSION ON THE PART OF THE COMPANY IN
    THE PERFORMANCE OF AN OBLIGATION HEREUNDER.
    (D) IN THE EVENT OF ANY CLAIM THE COMPANY SHALL HAVE THE OPTION OF REPLACING OR CREDITING THE VALUE OF THE GOODS, THEREBY FULLY
    DISCHARGING ALL LEGAL LIABILITY IN RESPECT THEREOF.
    (E) RETURN OF GOODS AFTER DELIVERY WILL NOT BE ACCEPTED UNLESS THE COMPANY OR THE COMPANY'S REPRESENTATIVE HAVE FIRST HAD AN
    OPPORTUNITY OF EXAMINING THEM BEFORE
    DESPATCH FROM THE BUYER'S DELIVERY ADDRESS.
    (F) THE BUYER WILL BE LIABLE TO INDEMNIFY THE COMPANY AGAINST ALL EXPENSE, LOSS OR DAMAGE SUFFERED BY THE COMPANY AS A RESULT
    OF CLAIMS FOR INFRINGEMENT OF PATTENTS, TRADE
    MARKS, REGISTERD DESIGN, COPYRIGHT OR ANY FORM OF PRINT DETAILS ARISING OUT OF THE WORK DONE TO THE BUYER'S DIRECT INSTRUCTIONS.
    FORCE MAJEURE
  5. EVERY EFFORT WILL BE MADE TO CARRY OUT ANY CONTRACT BASED ON THE QUOTATION BUT THE DUE PERFORMANCE OF IT WILL BE SUBJECT TO
    VARIATION OR CANCELLATION OWING TO FORCE MAJURE,
    WHICH TERM WILL BE DEEMED TO INCLUDE BUT SHALL NOT BE LIMITED TO ANY ACT OF GOD, WAR, STRIKE, LOCK-OUT, FIRE, FLOOD, DROUGHT,
    RIOT, CIVIL COMMOTION, RESTRICTION BY
    GOVERMENT OR OTHER COMPETENT AUTHORITY, ANY NATURAL OR ACCIDENTAL DISASTER, INDUSTRIAL DISPUTE OR ANY BREAKDOWNS OF MACHINERY
    OR ANY OTHER CAUSE BEYOND THE COMPANY'S
    CONTROL OR OWING TO THE COMPANY'S INABILITY TO PROCURE MATERIALS OR ARTICLES DUE TO ANY OF THE FOREGOING CAUSES.
    MISCELLANEOUS
  6. (A) IF ANY OF THESE CONDITIONS OR ANY PART OF ONE OF THESE CONDITIONS IS RENDERD VOID BY ANY LEGISLATION TO WHICH IT IS SUBJECT IT
    SHALL BE VOID TO THAT EXTENT AND NO FURTHER, IF
    ANY OF THESE CONDITIONS OR ANY PART OF THESE CONDITIONS IS RENDERD UNENFORCEABLE BY ANY LEGISLATION TO WHICH IT IS SUBJECT IT SHALL
    BE ENFORCEABLE TO THE EXTENT THAT IT IS NOT FAIR
    OR REASONABLE TO ALLOW RELIANCE ON SUCH A CONDITION OR PART THEREOF, BUT NO FURTHER.
    (B) A WAIVER BY EITHER PARTY OF ANY OF THE TERMS AND CONDITIONS OF THIS CONTRACT AND / OR ANY BREACH THEREOF SHALL APPLY ONLY TO
    THE PARTICULAR INSTANCE OR INSTANCES IN WHICH
    SUCH WAIVER OCCURS AND SHALL NOT EFFECT OR IMPAIR FURTHER CONTINUANCE IN FORCE OF SUCH TERMS AND CONDITIONS, OR THE RIGHT OF EITHER
    PARTY TO AVAIL ITSELF OF SUCH TERMS AND
    CONDITIONS UPON ANY SUBSEQUENT BREACH OR BREACHES THEREOF.
    GOVERNING LAW
  7. THIS CONTRACT SHALL BE GOVERNED AND CONSTRUCTED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND THE BUYER AGREES TO SUBMIT TO
    THE JURISDICTION OF THE ENGLISH COURTS.