1. PAPER AND BOARD TRADE CUSTOM – Except where inconsistent with these conditions or with the express terms of any contract between the Seller and Buyer, the Paper and Board Trade Customs for the time being in force (copies of which are obtainable from the National Association of Paper Merchants) shall apply to all contracts between the Buyer and the Seller. All orders accepted by the Seller are subject to the express or implied terms herein and no additions or alterations or terms inconsistent herewith shall have effect until specific notification thereof has been given to the Buyer and these terms and conditions shall over-ride any terms and conditions sought to be imposed by the Buyer.

2. TERMS - (a) Unless otherwise arranged by written agreement, payment shall be made by the Buyer within one month from the end of month of the date of the Seller’s invoice and for this purpose time shall be of the essence.

(b) The Seller reserves the right to charge interest from the date payment becomes due at the rate of 2% per month or part of the month until settlement in full after as well as before any judgment.

(c) In the event that the Buyer defaults in any payment due, the Seller reserves the right (without prejudice) to any other of its rights to cancel any contract between the Buyer and Seller or to suspend delivery until payment shall have been made.

3. QUOTATIONS – All quotations and tenders given by the Seller shall not be binding until the Seller has communicated his written acceptance to the Buyer.

4. PRICES – The Seller reserves the right to increase the prices quoted as a result of market fluctuations and the price ruling at the date of dispatch of the goods shall be the contractual price.

5. VALUE ADDED TAX – All prices quoted or accepted are exclusive of Value Added Tax which shall be payable at the relevant rate.

6. DELIVERY - (a) If no time for delivery is specified in the contract, the Buyer shall be bound to accept the goods when they are ready for delivery by the Seller.

(b) The Seller shall not incur any liability or obligation to the Buyer in respect of any failure to deliver or delay in delivery occasioned by any cause beyond his direct control. In the case of any failure to deliver or delay in delivery occasioned by some cause within the control of the Seller, the Seller excludes liability for indirect or consequential loss incurred by the Buyer.

(c) Any dates quoted for delivery are estimates only and are not guaranteed.

(d) The Seller reserves the right to deliver the goods by instalments and where this right is exercised, each instalment shall be deemed to be a separate contract and if the Buyer either fails to accept the instalment or defaults in making payment, the Seller may cancel further instalments without prejudice to any other of its rights it may have against the Buyer.

7. CLAIMS - (a) As soon as reasonably practicable after delivery and in any event before parting with possession, the Buyer must test and examine the goods the subject of each delivery in order to satisfy himself of their fitness for the purpose for which they are intended.

(b) Claims in respect of any alleged defect in the quality of the goods delivered where the defect would have been revealed by normal examination of the outturn sheets or by reasonable examination of the goods on arrival, must be made within 14 days after delivery, or if related to the transport of the goods within such time as will enable the Seller to comply with the time limit and procedure of the Railway Companies or other carriers by whom the goods were transported. If the Buyer shall make a complaint within the time stipulated concerning defective goods the Seller shall be entitled at its option:-

(i) to replace the goods, or

(ii) to accept the return of the goods and credit the Buyer with the price thereof, or

(iii) to make the Buyer an allowance representing the difference between the value of the goods at the time of the complaint and the value they would have had if they had been in accordance with the contract.

The goods shall not be returned to the Seller or any carrier of the Seller without the written consent of the Seller.

8. SELLER’S LIABILITY - (a) No contract between the Seller and the Buyer shall be a sale by sample even where a sample has been provided for the Buyer’s general guidance, unless otherwise stated in writing.

(b) The Seller warrants that the goods shall correspond with the description given to them but no other condition or warranty relating to description is made or given by the Seller.

(c) In the event that the goods are unfit for purpose the provisions of Clause 7 hereof shall apply.

(d) The Seller’s liability arising out of the supply of goods shall in no case exceed the price of the goods concerned and that the Seller shall in no circumstances be liable in contract, tort or otherwise for any indirect or consequential loss or expense howsoever caused.

9. RISK AND TITLE - (a) Notwithstanding delivery, property in the goods supplied shall remain with the Seller until the Seller shall have been paid for the goods and all other goods previously supplied and until property passes in accordance with this provision.

(i) Risk in the goods shall pass on delivery to the Buyer or the Buyer’s duly authorised agents or carriers and the Buyer shall store the goods separately or in such a way as will show clearly that they are the Seller’s property and the Buyer will ensure that they are kept in condition and insured against loss or damage for the Seller’s benefit.

(ii) The Buyer shall hold the goods as bailee for the Seller who without prejudice to any other of its rights may if any monies outstanding repossess the goods and for the purpose may enter upon the Buyer’s premises.

(b) The Seller reserves the right exercisable at its option by notice in writing to the Buyer to waive the provisions of sub-clause (a) above at any time before payment has been made and to declare that property in the goods shall have passed.

(c) Notwithstanding that property in the goods shall not have passed the Seller, as well as pursuing any other remedies available to it, may sue for the monies due in respect of the goods supplied.


10. FORCE MAJEURE – The performance of all contracts subject to variation or cancellation by the Seller owing to any cause directly or indirectly beyond the control of the Seller or owing to any inability of the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver caused by any such contingency.

11. TERMINATION – The Seller shall have the right (without prejudice to any other of its rights hereunder) by notice in writing to the Buyer to terminate any contract or suspend delivery in any of the following events:

(a) If any sum owing by the Buyer to the Seller is overdue

(b) If the Buyer is in breach of any of the terms of any contract or prior contract between the Buyer and the Seller.

(c) If the Buyer enters into any composition or arrangement with or for the benefit of creditors or has a receiving order in bankruptcy made against him or (if a body corporate) if the Buyer enters into liquidation whether voluntarily or compulsorily except for the purposes of a bona fide reorganisation or reconstruction or has a Receiver appointed over all or a substantial part of its property or suffers an execution against its property, (whether or not such execution purports to include or affect the Seller’s goods held by the Buyer).