GENERAL TERMS AND CONDITIONS OF SALE OF GOODS
1 – GENERAL
1.1. These general conditions of sale comprise the basis on which Polymer House Ltd offers goods for sale. They constitute a contract between PolymerHouse and the Buyer. They shall apply to any Contract. In any Contract they will take precedence over the Buyer's conditions of purchase. No qualification, variation of, addition to or deletion from these general conditions of sale shall be effective unless expressly agreed in writing and signed by a duly authorised representative of Polymer House Ltd.
1.2. In these general conditions of sale the following words and expressions shall have the following meanings:
"PolymerHouse” Shall mean Polymer House Ltd, a company incorporated under the laws of Scotland having its registered office at 53 Stockiemuir Ave, Bearsden, Glasgow. G61 3JJ
“Goods" shall be all or any part of materials sold through the PolymerHouse Website and supplied or to be supplied by PolymerHouse to the Buyer.
“PolymerHouse Services” shall be all or any part of services related to goods and purchased by the Buyer through the PolymerHouse Website or e-mail service as specified in Section 2.
“PolymerHouse Website” shall mean the website www.PolymerHouse.com used for the sale of PolymerHouse goods and services.
"Buyer" shall mean the firm or company by whom or on behalf of whom the order is placed through the PolymerHouse Website.
"Contract" shall mean any contract between PolymerHouse and the Buyer with respect to goods and/or services concluded as detailed in Section 2.
“Specification” shall mean any description, sample or specification of the goods as set out or referred to in an order acknowledgement or as otherwise agreed in writing.
1.3. PolymerHouse shall have the right to assign, sell, or otherwise transfer at its sole discretion any Contract and/or any and all receivables, claims, related rights and security under, or relating to, any Contract to any third party. The Buyer shall not be entitled to assign any Contract, or otherwise transfer any rights or obligations under any Contract, to any third party.
1.4. PolymerHouse recommends that the Buyer prints and keeps a copy of these Conditions of Sale and the confirmation page shown at the end of the ordering process as evidence of the Contract. PolymerHouse keeps an electronic record of such documents for a reasonable period of time and uses and processes the same in accordance with the Privacy Statement.
2 – ORDER PLACEMENT, CONFIRMATION, CANCELLATION AND CHANGE
2.1. Orders for the purchase of PolymerHouse Goods can only be placed on the PolymerHouse Website by customers wishing to pay by Credit Card or by registered customers using a valid password and “username login”. Orders via e-mail, fax, or phone are not accepted.
2.2. The purchaser’s order to PolymerHouse is an offer to enter into a contract to purchase goods from PolymerHouse on these conditions. Orders can be entered by filling the form shown in the ordering process. Orders are deemed finally placed when the Buyer clicks the button marked "Checkout” on the final Ordering Process page which summarises the content of the specific order (that is Total Goods value and VAT, etc.).
2.3. PolymerHouse will use its reasonable endeavours to process orders that are placed on the PolymerHouse Website but PolymerHouse does not guarantee that each individual order will be accepted. Orders entered on the PolymerHouse Website shall become binding only upon acceptance of the order by PolymerHouse. In the case PolymerHouse accepts an order entered through the PolymerHouse Website, the third step (3 of 3) of the ordering process shall show a confirmation of the order. An order confirmation will also be sent to the Buyer by e-mail, to the e-mail address indicated during the registration. The Contract shall be intended as concluded when such e-mail with the order confirmation is sent by PolymerHouse to the Buyer.
2.4. No order which has been accepted by PolymerHouse may be cancelled or varied by the purchaser, except on terms agreed by PolymerHouse.
2.5. Any order by the Buyer is subject to general credit approval and specific credit limit set by PolymerHouse at its reasonable discretion. In the event that at any time the Buyer places orders to PolymerHouse for a value of PolymerHouse Goods which, as such or cumulated with the value of previous orders for which payment is not yet received in full by PolymerHouse, exceed the specific credit limit set by PolymerHouse for the Buyer, PolymerHouse can at its discretion at any time, for as long as such credit limit is exceeded, and without notice to the Buyer: (i) suspend or cancel above said order, including in the event the related order confirmation has already been sent by PolymerHouse to the Buyer; and/or (ii) request more secure payment options for above said order and/or future orders (see Section VI below for payment options). The Buyer acknowledges that such credit limits are fixed by the credit insurers of PolymerHouse based on the financial situation of the Buyer, its credit history, the volumes purchased in previous orders and other elements related to the creditworthiness for the Buyer. PolymerHouse shall exert such discretion reasonably and in good-faith.
2.6. In the event and for as long as (i) the Buyer fails to make any payment of any invoices for PolymerHouse Goods in full as and when due, or (ii) PolymerHouse has not received a payment on the date indicated in the order confirmation in the case of an order with the “cash in advance” payment option, or (iii) In the case of overseas customers PolymerHouse hasn’t received a letter of credit on the date indicated in the order confirmation, or for whatever reason PolymerHouse is unable to accept a letter of credit issued in favour of PolymerHouse for the sale of PolymerHouse goods to the Buyer or for whatever reason such letter of credit is invalid or; (iv) applicable to all customers, a procedure for insolvency, bankruptcy, liquidation, winding up (or any similar procedure under any jurisdiction) is commenced by or against the Buyer, then PolymerHouse may, in addition to any other remedy available under applicable law, withhold any PolymerHouse Goods or parts thereof in transit, suspend or cancel the supply of PolymerHouse Goods under any order already confirmed, or decline any further orders of PolymerHouse Goods by the Buyer.
3 – PRICE OF POLYMERHOUSE GOODS AND POLYMERHOUSESERVICES
3.1. POLYMERHOUSE reserves the right to set and vary at any time the prices at which it offers PolymerHouse Goods or the PolymerHouseServices to the Buyer on the PolymerHouse Website. This may be attributable to:
(a) any variation in the cost of materials (including without limitation the plastic raw materials), labour, transport, duties, taxes, exchange rates or any other costs of whatsoever nature between the date of the contract and the date of delivery.
(b) any delay or insufficiency of the purchaser’s instructions.
3.2. The prices of PolymerHouse Goods sold through the PolymerHouse Website are net of any applicable VAT and consist of 4 components: (1) initial price ex works, (2) volume-based discount, (3) freight cost and (4) price adjustment for the extended payment term or for a “cash in advance” payment option. The initial price ex works is the price per grade per metric ton before any discount and without freight costs. It excludes technical service and any other charges. The volume-based discount is a discount granted on the basis of the volume purchased and paid for during the 12 months preceding the order through the PolymerHouse Website. This volume-based discount is non-negotiable and there are no additional year-end discounts or rebates. The freight cost is separately calculated and may differ from one Buyer to another. PolymerHouse manages the actual freight arrangements. If the Buyer chooses the extended payment term payment option a price adjustment is applied (for more details, please see Section 7 on Payment Options).
3.3. Other charges or penalties are applicable if: (a) the Buyer payment is not received by PolymerHouse by the agreed payment term due date, (b) the Buyer uses fee-based service support, or (c) the Buyer cancels a placed order. Such charges or penalties are invoiced separately.
3.4. Where applicable, VAT, excise duties and any other tax duties shall be paid by the Buyer in addition to the price.
3.6. The buyer shall not be entitled to make any deduction from the price of the goods in respect of any alleged rights to set-off or counter claim.
4 - DELIVERIES
4.1. Delivery terms shall be: CIP for UK and EC customers in case of transport over road and "CIF" at port of arrival in case of deep sea transport. Delivery terms will be interpreted on the basis of INCOTERMS latest edition, except in case of conflict with these general conditions of sale (in which case these conditions shall prevail).
4.2. Any delivery date indicated by PolymerHouse in any order confirmation shall be deemed as an approximate estimate. Furthermore, the parties acknowledge that there may be circumstances in which, after a confirmation or acceptance of an order indicating an expected delivery date, changes in the availability of PolymerHouse Goods may oblige PolymerHouse to delay the expected delivery date or to deliver a partial quantity of PolymerHouse Goods ordered. In case of substantial delay or partial delivery, PolymerHouse will inform the Buyer as soon as practical. Such delay or partial delivery shall not constitute a breach of the Contract. Should the new expected delivery date or the partial delivery be unreasonable for the Buyer, as sole remedy the Buyer shall be entitled to cancel the order free of charge.
4.3. PolymerHouse may deliver a reasonable excess or deficiency of the weight or volume of PolymerHouse Goods ordered. The Buyer shall pay for the amount actually delivered.
4.4. Within the bounds of reasonableness, PolymerHouse is allowed to make partial deliveries or to deliver in separate lots.
4.5. The Buyer undertakes to provide adequate and proper facilities for the reception and storage of PolymerHouse Goods at the expected delivery date. The buyer shall be responsible for off-loading the goods. Delivery of the goods shall be deemed to have occurred immediately on the goods arriving at the delivery address. For the avoidance of doubt, such delivery shall be deemed to have occurred even if the buyer refuses to off-load or accept delivery of the goods and PolymerHouse may, in accordance with its rights unload the goods if it so chooses and leave them at the agreed delivery address. PolymerHouse reserves the right to charge storage and other additional costs incurred by PolymerHouse from the due delivery date if delivery is delayed by the Buyer for whatsoever reason. The Buyer warrants that its reception and storage facilities comply with all relevant statutes or regulations including health and safety regulations and that all necessary permits and licences have been obtained.
From the time delivery of the goods is deemed to taken place, PolymerHouse will have no further obligations whatsoever in relation to the transportation, care or storage of the goods.
4.6. Pallets are supplied to the customer on a non-return basis.
5 - FORCE MAJEURE
5.1. POLYMERHOUSE shall not be liable for any non-delivery or delay in delivery resulting (directly or indirectly) from any of the following causes: civil wars (present or future, declared or undeclared), acts of terrorism, riots and civil commotions, earthquakes, epidemics, port congestions, strikes, acts or omissions of any governmental authority (de jure or de facto), acts of God, and, to the extent PolymerHouse has complied with the reasonable care of a prudent operator, any inability to obtain raw materials supplies, accidents, fires, breakdown or equipment and machinery, and any other cause (whether similar or dissimilar to that aforementioned) beyond the Seller's reasonable control. The foregoing shall apply even if the cause exists at the time of the Buyer's order or occurs after PolymerHouse performance has been delayed for other reasons.
5.2. PolymerHouse can make a declaration of Force Majeure known to the Buyer by giving notice on the PolymerHouse Website and the Buyer agrees such notice to be an adequate declaration.
5.3. If PolymerHouse's supply of PolymerHouse Goods should be limited as a result of a Force Majeure, PolymerHouse shall have the right to satisfy its own needs and thereafter to distribute any available PolymerHouse Goods among its Buyers in such manner as PolymerHouse may determine.
5.4. If a delay in PolymerHouse's supply of PolymerHouse Goods resulting from a Force Majeure continues for more than 30 days, either party shall be entitled, on written notice to the other party, to terminate the Contract with respect to PolymerHouse Goods undelivered at the time of termination.
6 – PAYMENT OPTIONS
6.1. Subject always to satisfactory trade and credit references and unless terms of payment have been otherwise specifically agreed in writing by PolymerHouse, then PolymerHouse shall be entitled to invoice the purchaser for the price of the goods together with any insurance, transport, packaging and VAT on or at any time after delivery is effected.
6.2. For PolymerHouse Goods delivered by truck and under open account terms, the standard payment term shall be 20 days from the end of the month in which the PolymerHouse Goods have been delivered to the Buyer.
6.3. The buyer shall indemnify and keep indemnified PolymerHouse from and against any and all charges, costs and including without limitation legal costs and expenses incurred by PolymerHouse as a result of any failure by the buyer to make payment when due.
6.4. For overdue accounts, PolymerHouse shall be entitled to charge an interest of 4% p.a. above Bank of England base rate] on the total amount due calculated from the due date for the payment until the date when the payment is actually received by PolymerHouse.
6.5. Payment can be made via a form of automatic bank payment (Direct Debit or equivalent), provided this is available in the country from which the Buyer pays the PolymerHouse invoices, or otherwise by bank transfer (BACS or CHAPS) using the bank details set out in the relevant invoice. Automatic bank payment needs to be established before the first order is placed.
6.6. POLYMERHOUSE reserves the right to set off any debt due from the Buyer to PolymerHouse or to any associated or subsidiary company of PolymerHouse against any amount due from PolymerHouse or any associated or subsidiary company of PolymerHouse.
7 - PASSING OF PROPERTY
7.1. Notwithstanding delivery, the property in the polymerhouse goods shall remain vested in Polymerhouse until the buyer has paid in full the price for such goods and all other goods sold and delivered by Polymerhouse to the buyer.
7.2. In the period in which the property of the PolymerHouse Goods remains vested in PolymerHouse, the Buyer holds PolymerHouse Goods as bailee for PolymerHouse. During such a period the Buyer shall keep the PolymerHouse Goods separate from any other goods in its possession and insured against all risks to their full replacement value. During such period the Buyer shall have the right to use the PolymerHouse Product. Such right may be terminated on written notice by PolymerHouse in the event of non payment of any invoice becoming over-due. Such licence shall automatically terminate without the need of any notice in the event a proceeding for suspension of payments, controlled administration, insolvency, bankruptcy, liquidation, winding-up, (or the equivalent under any jurisdiction) is initiated by or against the Buyer or the Buyer enters into an arrangement with its creditors for its debt. Upon termination of such rights (a) all sums owed to PolymerHouse shall become immediately due and payable; (b) PolymerHouse shall be entitled to retake possession of the PolymerHouse Goods and/or resell the PolymerHouse Goods (c) for any such purpose PolymerHouse may enter the Buyer's premises or seek an order by a competent authority to this effect.
7.3. In the event that PolymerHouse Goods are processed or otherwise mixed with or affixed to other goods to form a new product or other articles then the Buyer agrees with PolymerHouse that upon manufacture or production of such new product or article the property therein shall be pro rata vested in PolymerHouse and that in respect of each such new product or article the provisions of this clause shall apply mutatis mutandis.
7.4. If the retention of title and the security stipulated in this Clause 7 is not valid or only valid to a limited extent according to the applicable law, the rights of PolymerHouse under this Clause 7 shall be valid and enforceable to the maximum extent possible under the applicable law.
8 - WARRANTY AND LIMITATION OF LIABILITY
8.1. POLYMERHOUSE warrants that PolymerHouse Goods shall comply with PoylmerHouse's product specifications for PolymerHouse Goods in question as applicable at the time of dispatch of the goods, unless otherwise agreed. The product specification of PolymerHouse Goods can be requested at any time to the PolymerHouse customer service at sales@PolymerHouse.com. For avoidance of doubt, properties and any other information relating to PolymerHouse Goods that may be contained in Product Data Sheets or equivalent documents reported on the PolymerHouse Website do not constitute product specifications and are not intended for purposes of description.
PolymerHouse warrants to the purchaser that the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
If the goods are supplied to PolymerHouse by a third party and are not manufactured by PolymerHouse, the warranties set out in condition 8.1 shall not apply to the contract. The purchaser acknowledges and agrees that PolymerHouse shall provide no warranties in relation to the quality or fitness for purpose of the goods. However, where PolymerHouse is given the benefit of warranties equivalent to those set out in condition 8.1 from any third party then PolymerHouse shall, to the extent only that itself has the benefit of such equivalent warranties, grant to the purchaser the benefit of the remedies set out in condition 8.6.
8.2. The warranty under condition 8.1 above is valid for a period of [6 months] month after the delivery of PolymerHouse Goods [and ending on the earlier of the date on which the goods are incorporated into or utilised in any other product and/or resold.
8.3. ALL OTHER WARRANTIES OR CONDITIONS AS TO QUALITY, DESCRIPTION OR PERFORMANCE OF THE GOODS, STATUTORY OR OTHERWISE, ARE EXCLUDED EXCEPT INSOFAR AS SUCH EXCLUSION IS NOT PERMITTED BY LAW. WARRANTIES ON MERCHANTABILITY AND FITNESS FOR PURPOSE ARE HEREBY EXPLICITLY EXCLUDED EVEN WHEN A PURPOSE IS KNOWN. NO SUCH WARRANTIES ARE TO BE IMPLIED FROM THE NAME OR DESCRIPTION UNDER WHICH THE GOODS ARE SOLD OR FROM ANY ADVICE OR RECOMMENDATIONS GIVEN BY POLYMERHOUSE, ITS EMPLOYEES OR AGENTS, OR THOSE OF ITS AFFILIATES.
8.4. POLYMERHOUSE warrants that the PolymerHouse Services shall be provided through properly qualified personnel and in accordance with commonly acknowledged good industry practice. The Buyer acknowledges and agrees such personnel shall provide services in an advisory capacity in support of the Buyer’s own assessment and activities and that the sole responsibility for the use or implementation of the content of such services rests entirely in the Buyer and no liability shall rest in PolymerHouse or the personnel providing the services other than in the event of gross negligence or wilful misconduct.
8.5. Any complaints or claims of the Buyer including but not limited with respect to the quality of PolymerHouse Goods shall be reported to PolymerHouse in writing immediately and in any event within 30 days after their delivery.
8.6. SUBJECT TO THE OTHER TERMS OF THESE GENERAL CONDITIONS OF SALE AND SAVE IN RESPECT OF LIABILITY WHICH MAY NOT BE LIMITED UNDER THE LAW, POLYMERHOUSE’S TOTAL LIABILITY IN CONTRACT, TORT OR OTHERWISE (1) FOR ANY BREACH OF THE WARRANTY IN CLAUSE VIII.1 SHALL BE LIMITED TO THE REIMBURSEMENT OF THE PURCHASE PRICE OF THE GOODS RELATED TO WHICH THE WARRANTY HAS BEEN BREACHED OR, IF SO AGREED BY POLYMERHOUSE AND THE BUYER AT THAT TIME, THE REPLACEMENT OF THE SAME; (2) FOR ANY DAMAGE (INCLUDING ANY DAMAGE TO EQUIPMENT, LOSS OF PRODUCTION, LOSS OF PROFIT, COST OF SUBSTITUTE MATERIALS OR CLAIMS OF THE BUYER'S CUSTOMERS) CAUSED TO THE BUYER BY ANY BREACH OF WARRANTY OR ANY OTHER BREACH OF CONTRACT BY POLYMERHOUSE (INCLUDING IN THE CASE OF NEGLIGENCE) OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH A CONTRACT, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE PURCHASE PRICE OF THE GOODS RELATED TO WHICH THE WARRANTY OR OTHERWISE THE CONTRACT HAS BEEN BREACHED; (3) IN NO EVENT POLYMERHOUSE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL, DAMAGES.
9 - APPLICABLE LAW AND JURISDICTION
9.1. The formation, existence, construction, performance, validity and all respects of all contracts and these conditions will be governed by and construed in accordance with the Laws of Scotland and PolymerHouse agrees to submit to the exclusive jurisdiction of the Scottish Courts in relation to any claim brought by the purchaser against PolymerHouse but that PolymerHouse shall be entitled to bring a claim against the purchaser in any court of competent jurisdiction.
9.2. In the event that one or more provisions of these general conditions of sale is or shall be invalid or non-enforceable, the remaining provisions of these conditions of sale shall continue to be effective.
9.3. Any dispute arising in any manner in connection with the Contract shall be submitted to the jurisdiction of the competent court in Edinburgh, Scotland.