Plastic Online Limited’s Terms and Conditions
1.1 In these Conditions the following words have the following meanings:-
“Buyer” – The person(s), firm, company, corporation or public body who purchases and/or accepts a quotation or offer from the Company.
“Company” – Plastic Online Limited, a registered company in England, company number 6871689.
“Conditions” – The terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Company.
“Contract” – The contract for the purchase and sale of Goods and/or supply of Service under these Conditions.
“Goods” – Any goods agreed in the Contract to be supplied to the Buyer by the Company.
“Services” – Any services agreed in the Contract to be provided to the Buyer by the Company.
“Quotation” – The quotation for the Goods and/or Services provided to the Buyer by the Company whether written or oral.
“Order Confirmation” – The acknowledgment of the order and initiation of the Contract.
“Recipient” – The person(s), firm, company, corporation or public body to whom the Goods are delivered and/or Services provided for upon the Buyer’s instructions when it is not the Buyer.
“Writing” – Included letters, facsimile transmissions and electronic emails.
1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, consolidated, modified, re-enacted, extended or replaced at the relevant time.
1.3 Words referring to any gender shall include all genders.
1.4 The headings in these Condition are for convenience only and shall not affect their interpretation.
2. APPLICATION OF CONDITIONS
2.1 Subject to any variation under Condition 2.4 the Buyer accepts that these Conditions shall apply to all Contracts for the sale of Goods and Services by the Company to the Buyer to the exclusion of all other terms and conditions, including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase the Goods and/or Services pursuant to these Conditions.
2.3 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order or similar document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 Acceptance of delivery of the Goods and/or Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions apply to all the Company’s sales and any variation to these Conditions (including any special terms and conditions agreed between the Company and Buyer) and any representations about the Goods shall be inapplicable unless agreed in writing and signed by an authorised person on behalf of the Company and on behalf of the Buyer. Nothing in this Condition will exclude or limit the Company’s liability for fraudulent misrepresentation.
2.5 The buyer must ensure that the terms of its order and any applicable specifications are complete and accurate.
3. MAKING THE CONTRACT
3.1 Each Quotation will be deemed to be an offer by the Buyer to purchase the Goods and/or Services in accordance with these Conditions. No contract will come into existence until an Order Confirmation has been issued by the Company or the Company commences provision of the Goods and/or Services.
3.2 The Buyer must ensure that the terms of the Quotation and any applicable specification are complete and accurate. If the Buyer wishes to amend any aspect of the information the Buyer has given, the Buyer must contact the Company immediately. Although the Company will use reasonable endeavours to implement any such amendment which the Buyer requests, the Company cannot guarantee that it will be able to do so. If such amendment changes any other aspect of the Quotation (for example the price) and the Company is able and willing to amend it, then the Company will send the Buyer a new Quotation.
3.3 All quotations are, unless agreed otherwise in writing, valid for 30 days only from its date, provided the Company has not previously withdrawn it.
3.4 Any advice or recommendation given by the Company or its employees or agents to the Buyer or its employees or agents as to the storage, application, suitability or fitness for purpose for use of the Goods, is followed or acted upon entirely at the Buyer's own risk, and accordingly the Company shall not be liable for any such advice or recommendations.
4. PROVISION OF THE GOODS AND SERVICES
4.1 No order submitted by the Buyer shall be deemed to be accepted by the Company until a written Order Confirmation has been issued or the Company commences provision of the Goods and/or Services.
4.2 The Company reserves the right to make any changes in the specification of the Goods and/or Services which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
4.3 Where a Quotation is based upon information supplied by the Buyer, the Buyer is responsible for its accuracy and any increased costs of supply resulting in any inaccuracy are the Buyer’s responsibility.
4.4 All samples, drawings, descriptions, specifications, illustrations, photographs and advertising issued by the Company or contained in any of the Company’s catalogues, brochures or on any website connected with the Company are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services. Such material is intended only as a guide and does not necessarily represent the Goods and/or Services on offer. In particular, neither the Company nor its suppliers nor its agents accepts liability under the Trade Descriptions Act or under any other legislation for any inaccuracies of definition, colour, description, illustration, (photogenic or otherwise) or pricing and the Company’s policy of continuous advancement determines its right to change specifications and/or prices without notice.
4.5 All intellectual property rights (including but not limited to copyright) arising from the creation of Goods by the Company shall remain the property of the Company and the Buyer shall not reproduce the Goods without the prior consent of the Company.
4.6 Due to industry and material tolerances the Company will supply materials up to +/- 10% + 0.4mm over or under gauge.
5. PRICE OF GOODS
5.1 The price of the Goods shall be the price set out in the Order Confirmation or (where the price is not referred to in the Order Confirmation) as set out in the Quotation or (where no price has been quoted or a quoted price is no longer valid) the price calculated by the Company.
5.2 The Company reserves the right to increase the price of the Goods and/or Services to cover:
5.2.1 Any increases in the cost to the Company which is due to any factor beyond the control of the Company. Such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increases in the cost of labour, material, or other costs of manufacture.
5.2.2 Any change in delivery days, quantities or specification of the Goods and/or Services which are requested by the Buyer.
5.2.3 Any delay caused by any instruction of the Buyer or failure of the Buyer to give the Company adequate information or instructions.
5.2.4 The costs of additional work carried out by the Company to be able to provide Goods and/or perform Services.
5.2.5 Any applicable value added tax or other applicable sales tax or duty such as sums shall be added to the price.
6. TERMS OF PAYMENT
6.1 Subject to Condition 7.2 no order shall be deemed accepted until full payment of Goods and/or Services and/or delivery charges has been received and cleared. Upon receipt of payment, an Order Confirmation and/or invoice will be issued by the Company.
6.2 Credit account facilities between the Company and Buyer must be agreed in writing and signed by an authorised person on behalf of the Company and on behalf of the Buyer and unless agreed otherwise are subject to:
6.2.1 The Company shall invoice the Buyer for the price of the Goods and/or Services and/or delivery charges on or at any time after the delivery of Goods and/or completion of Services unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Buyer for the price at any time after the Company has notified the Buyer that the Goods are ready for collection or (as the case may be) the Company has tendered delivery of the Goods.
6.2.2 The Buyer shall pay the price of the Goods and/or Services and/or delivery charges (less any discount or credit allowed by the Company, but without any other deduction credit or set off) within 30 days from the month end of the invoice date or in accordance with such credit term as may have been agreed in writing between the Buyer and Company in respect of the Contract.
6.2.3 The Company is not obliged to accept orders from any Buyer who has not supplied the Company with references satisfactory to the Company and/or if at any time the Company is not satisfied as to the creditworthiness of the Buyer, the Company reserves the right to withdraw credit facilities in which event no further Goods and/or Services will be supplied to the Buyer other than against full payment and notwithstanding Condition 7.2.2, all amounts owing by the Buyer to the Company shall be immediately payable.
6.2.4 Time for payment shall be of the essence and failure to pay on time shall result in the withdrawal of credit facilities.
6.3 The price of Goods and/or Services and/or delivery charges shall be paid in Pounds Sterling.
7.1 Delivery of the Goods shall be made by the Company delivering the Goods to the place specified by the Buyer and/or the Company’s acceptance as the location to which the Goods are to be delivered by the Company or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Company’s premises at a time after the Company has notified the Buyer that the Goods are ready for collection.
7.2 Any dates quoted, published or advertised for delivery/completion are approximate only. Time for delivery/collection shall not be of the essence. The Goods and/or Services may be delivered/collected/provided in advance of the quoted date. If no dates are so specified, delivery/collection will be within a reasonable time.
7.3 Subject to the other provisions of these Conditions the Company will not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the Contract.
7.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more of the instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.5 If the Buyer fails to take delivery of the Goods or any part of them and/or fails to provide any instructions, documents, licences, consents, or authorisations required to enable to Goods to be delivered, the Company shall be entitled upon given written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provision of Condition 9.1 of these Conditions risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Company the price in addition to all costs and expenses including storage and insurance charges arising from such failure.
7.6 The Buyer will provide at its own expense at the delivery point adequate and appropriate equipment and/or manual labour for loading (if appropriate) and unloading the Goods.
8. RISK AND PROPERTY
8.1 Risk of the damage to or loss of the Goods shall pass to the Buyer at:
8.1.2 In the case of Goods to be collected at the Company’s premises, the time when the Company notifies the Buyer that the Goods are available for collection; or
8.1.3 In the case of the Goods to be delivered, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
8.2 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 Company has received cleared funds payment in full of the price of the Goods and all other associated costs due to the Company.
8.3 Until such time as the property in the Goods passes to the Buyer:
8.3.1 The Buyer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall store the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Company’s property (at no cost to the Company).
8.3.2 The Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible of intangible, including insurance, proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and in case of tangible proceeds, properly stored, protected and insured; and
8.3.3 Provided the Goods are still in existence and have not been resold, the Company shall be entitled at any time to require the Buyer to deliver up the Goods to the Company 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.
8.3.4 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 Company, but if the Buyer does so all money owing by the Buyer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
9. WARRANTIES, LIABILITIES AND INDEMNITY
9.1 The Company will within a period of 6 months from the date of delivery of Goods and from the date of provision of Services, in respect of Goods and/or Services which are proved to the reasonable satisfaction of both parties to be defective, or not comply with the agreed specification due to defects in material, workmanship or design (other than a design made, furnished or specified by the Buyer) at its option, repair, replace, re-perform, or refund such Goods and/or Services. This obligation will not apply where:
9.1.1 The Buyer has improperly used the Goods in any way whatsoever, or the Goods have been subjected to misuse, unauthorised repair, damage, negligence, adverse weather conditions and/or alteration; or
9.1.2 The Buyer has not complied with any instructions as to the use and care of the Goods in all respects.
9.2 Any repaired or replacement Goods or re-performed Services will be liable to repair or replacement (or re-provision or, at the Company’s option, refund) under the terms specified in Condition 9.1 for the unexpired portion of the 6 month period from the original date of delivery of the replaced Goods or from the original date of provision of the re-performed Service.
9.3 The above Condition does not extend to parts, materials or equipment not manufactured by the Company 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 Company.
9.4 The Company will be under no liability to the Buyer whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any damage or for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused arising out of or in connection with:
9.4.1 Any breach by the Company of any of the express or implied terms of the Contract;
9.4.2 Any of the Goods and/or Services (including, but not limited to, any use made by the Buyer of any Goods, or of any product, incorporating any of the Goods), or the manufacture or sale or supply, or failure or delay in supply, of the Goods and/or Services by the Company or on the part of the Company’s employees, agents or sub-contractors;
9.4.3 Any non-fraudulent statement made or not made, or advice given or not given, by or on behalf of the Company.
9.5 All warranties, conditions or other terms implied by statute or common law (save for the conditions implied by the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
9.6 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Goods and/or Services if the delay or failure was due to any cause beyond the Company’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond the Company’s control.
9.6.1 Act of God, explosion, flood, tempest, fire or accident.
9.6.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition.
9.6.3 Acts, restrictions, regulation, bylaws, prohibition of measures of any kind on the part of any governmental, parliamentary or local authority.
9.6.4 Import or export regulations or embargoes.
9.6.5 Strikes, lockout or other industrial actions or trade disputes (whether involving employees of the Company or a third party).
9.6.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery.
9.6.7 Power failure or breakdown of machinery.
9.6.8 Default of suppliers or sub-contractors.
9.7 The Buyer agrees to indemnify, keep indemnified and hold harmless the Company from and against all direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses, liabilities, damages, claims, demands, proceedings or legal costs and judgements which the Company incurs or suffers as a consequence of direct or indirect breach or negligent performance or failure in performance by the Buyer of any of the terms of the Contract.
9.8 Except in respect of death or personal injury caused by the Company’s negligence, or as expressly provided in these Conditions, the Company shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty of common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damaged sustained by the Buyer including without limitation, direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss), costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the supply of Goods or their use or resale by the Buyer.
10. CONFIDENTIALITY, PUBLICATIONS AND ENDORSEMENTS
10.1 The Buyer undertakes to the Company that:
10.1.1 The Buyer will regard as confidential the Contract and all information obtained by the Buyer relating to the business and/or products of the Company and will not use or disclose to any third party such information without the Company’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
10.1.2 The Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Company is licensed to use or which is owned by the Company upon any premises, note, paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Company and (where appropriate) its licensor;
10.1.3 The Buyer will use all reasonable endeavours to ensure compliance with the Condition by its employees, servant and agents.
10.2 This Condition shall survive the termination of the Contract.
11. DEFECTIVE GOODS
11.1 If on delivery any of the Goods are defective, the Buyer must give written notice of such defect to the Company within 30 days of such delivery and the Company shall at its option:
11.1.1 Repair or supply parts to repair the defective Goods; or
11.1.2 Replace the defective Goods; or
11.1.3 Refund to the Buyer the price for the Goods which are defective. In this case the Company shall have no further liability to the Buyer in respect thereof.
11.2 No Goods may be returned to the Company without the prior agreement in writing from the Company.
11.3 The Company shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Company’s approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
11.4 Goods, other than defective Goods returned under Conditions 11.1, returned by the Buyer and accepted by the Company may be refunded to the Buyer at the sole discretion and without any obligation on the part of the Company. The Buyer must return the goods with all packaging intact and undamaged. Where Goods returned to the Company are not resalable, they will not be considered for refund or credit and will be destroyed by the Company.
11.5 Subject as expressly provided in these Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
13.1 Under the Consumer Protection (Distance Selling) Regulations 2000 the Buyer may cancel the Contract up to a period of 7 days or, in the event that the Goods have been delivered, 14 days 2from the date of delivery, except when;
12.1.1 The Buyer has ordered Goods that are made to measure, bespoke, custom made, customised (including but not limited to cut to specific size material, material with holes, custom size fabricated products) or any other product excluded under these regulations.
12.1.2 The Buyer has used the Goods.
12.1.3 The Goods are no longer in a saleable condition due to the removal of protective film and/or packaging.
12.2 Should the Buyer wish to cancel the Contract under Condition 13.1, the Buyer must notify the Company in writing. No Goods may be returned to the Company without the prior agreement in writing from the Company.
12.3 In the case that the Goods have been delivered, the Buyer will be responsible for all costs relating to the return of the Goods.
12.4 Returned Goods will be inspected by the Company and;
12.4.1 Where Goods are in a resaleable condition, a refund or credit of the original order total will be issued within a period of 30 days.
12.4.2 Where Goods are returned that are not resalable, they will not be considered for refund or credit and will be destroyed by the Company.
12.5 The Buyer’s statutory rights are not affected under Condition 13.
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing.
13.2 The Company may transfer, assign, hold on trust, licence or sub-contract all or part of its rights or obligations under any Contract.
13.3 Each and every Contract is personal to the Buyer and the Buyer may not transfer all or any of its rights or obligations under any Contract without the prior written consent of the Company.
13.4 No waiver by the Company of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.5 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
13.6 Any dispute arising under or in connection with the Conditions and any Contract shall be governed by and construed in all respects in accordance with English Law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.
Updated: February 2021