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Recycled Packaging Ltd – Standard Sale Conditions

1. Introduction

1.1 "RPL", "we" or "our" are Recycled Packaging Ltd; "you" or "your" are anyone to whom we are supplying goods or services ("supply"); and "us" are RPL and you.

1.2 The Acknowledgement and these Conditions (together the "Agreement") is the whole of our agreement for the supply and supersedes any previous agreement we may have had with you in relation to it. No variation to the Agreement is valid unless it is in writing and either signed or specifically agreed to in writing by our authorised representative.

1.3 The placing of a telephone or written order for the goods and/or services by you will be deemed to be an offer by you to purchase the goods and/or services subject to these conditions

1.4 Unless otherwise agreed in writing between us, these Conditions shall apply to and govern any contract between us to the exclusion of all other terms and conditions which may be contained in any quotation, catalogue, price list, order, acknowledgement or any other document (including, without limitation, any terms or conditions which you purport to apply under any purchase order, confirmation of order or other correspondence or documentation).

2. Prices

2.1 The price displayed is exclusive of VAT and all other applicable taxes of any country; including but with our limitation import taxes, but is inclusive of delivery charges for UK mainland and Northern Ireland (unless otherwise stated). Every effort is made to charge the prices set out in the most current price list, however we reserve the right to increase the price payable for goods an/or services without prior notice and the price payable will be the price set out.

2.2 Orders under £600.00 in value may be subject to an administrative handling charge.

3. Delivery or Collection

3.1 We are to use reasonable endeavours to have the supply ready when agreed, but this is only an estimate of the delivery or collection date. You can only refuse to accept delivery after that date if:

. after the date of our Acknowledgement you have sent RPL a written notice specifying a deadline date; and

. we have specifically accepted that deadline date in writing.

3.2 Where we are delivering goods to you, you are responsible for unloading them.

3.3 Where you fail to take delivery or collect goods in accordance with the Agreement, you must pay on demand our storage and additional carriage costs.

3.4 You have no right to reject the supply if it varies from the specification and that variation is not material to their use or functionality or is a variation in quantity which is within 10% of the quantity ordered ("Range") (but we will adjust the price to take account of the variation beyond the Range).

3.5 Where the supply is ordered for delivery by instalments, each instalment shall constitute a separate contract and any failure to deliver any instalment in accordance with these Conditions ("Failure") shall not entitle you to treat the Agreement as repudiated. Where a Failure arises, you shall only be entitled to terminate that instalment provided that RPL has had a reasonable opportunity to remedy the failure.

4. Payment

4.1 purchase orders are divisible. If the goods and/or services are delivered/completed in instalments, each instalment completed thereunder;
i)        shall be deemed to arise from a separate contract, and
ii)       shall be invoiced separately and any invoices for an instalment shall be payable in full in accordance with the terms of payment provided for therein without reference to and notwithstanding any defect or default in the delivery of any other instalment or of any other instalment under any contract.

4.2 We will invoice you once the goods have been manufactured or the services provided. You are to pay the invoice within 30 days month end unless otherwise agreed in writing, without set-off or counterclaim. If you have a claim against RPL, you must notify RPL of it promptly and make all reasonable efforts to resolve the dispute amicably.

4.3 We are not obliged to supply any goods or services to you while any payment is overdue on this or any other agreement we may have with you.

4.4 If any payment is late we may charge you interest at the rate of 3% above the base rate from time to time of the Royal Bank of Scotland on any overdue payment from the due date for payment until the date payment is made and charge you for all costs we incur in recovering the outstanding payment.

4.5 We may set off any sums owed by you to RPL against any sums owed by RPL to you.

5. Cancellation and Variation

5.1 You may cancel your order at any time before the supply is made. If you do, you are to pay RPL on demand a reasonable cancellation charge which takes into account all work we have done under the Agreement, all costs we have incurred and any costs we are committed to pay, and our loss of profit.

5.2 If you ask RPL to vary your order and agree with RPL an appropriate variation to the price and to the time scale for delivery, we agree to make the supply in accordance with those variations.

5.3 We may vary the price by an amount sufficient to cover any significant increase in the cost of materials or other costs we incur to fulfil your order. We may also substitute suitable alternative materials without notice to you unless such substitution will result in a delay, in which case we will advise you of the estimated delay in fulfilling your order. If we are unable to fulfil your order within a reasonable time due to materials being unavailable for reasons beyond our reasonable control, we may cancel the order with no further obligation to you.

6. Warranties and Liability

6.1 We warrant to you that the goods will be at the time of delivery and only for the next 1 month free from any material defect due to faulty materials and workmanship and that any services will be provided with reasonable skill and care so long as:

. you give RPL full details of any defect immediately it becomes apparent; and

. the goods have not, in our view, suffered excess wear and tear by improper or careless use or storage, excessive stressing, improper installation, or the like. Subject to the foregoing, and after inspecting the goods we may, at our discretion, repair or replace the defective goods, or take them back and refund the price.

6.2 All implied warranties or conditions are excluded to the fullest extent permitted by law.

6.3 If you endorse on the delivery note that goods are unexamined and within 3 days of delivery notify RPL in writing of any defects we may, after inspecting the goods (and if we are satisfied that their condition has not deteriorated following delivery and in the case of water damage that this was endorsed on the delivery note at the time of delivery) at our discretion repair or replace the defective goods, or take them back and refund the price.

6.4 You undertake to indemnify and hold RPL harmless from and against any and all liabilities, losses, damages, costs, charges, expenses (including without limitation legal fees and expenses on a full indemnity basis), actions, proceedings, claims and demands incurred by or brought against RPL:

. arising directly or indirectly out of or in connection with any breach of any of your obligations under any contract or any wilful default or negligence on your part or on the part of any of your officers, employees or agents in relation to the goods;

. resulting from our acting reasonably in accordance with your instructions or from Your Materials (including, without limitation, any claim from a third party that we have infringed any intellectual property rights in the work carried out).

7. Passing of Risk and Title

7.1 The goods are at your risk

. when you start loading them onto the collection vehicle, if you are collecting them or

. when you start unloading them at the delivery address, if we are responsible for delivery or

. from the agreed time for delivery or collection if you fail to accept delivery or to collect the goods as agreed.

7.2 The goods do not belong to you until we have received payment of the price and all additional payments due (whether under that order or under any other agreement between us) in full. Until then:

. you hold the goods as our fiduciary agent, must clearly identify the goods (and any new product into which they are incorporated) as our property, and keep them properly stored and insured and

. we may enter your premises at any time to repossess the goods if you fail to pay the price and other

Payments when due or we reasonably believe that you will not be able to pay the price and other payments when due (and for these purposes you grant RPL an irrevocable licence to enter any premises where the goods are Located).

8. Entire Agreement

8.1 These conditions and the contract formed pursuant to them represent the entire agreement between you and us relating to the purchase of the goods and/or the services and supersedes all prior agreements, arrangements and undertakings between you and us relating to the goods and/or the services and you agree that you will have no remedy in respect of any untrue statement innocently or negligently made by or on behalf of us prior to entering into the contract which you relied upon in entering into the contract whether such statement was made orally or in writing. Nothing in these conditions shall exclude or limit our liability for fraudulent misrepresentation, death or personal injury caused by our negligence.

9. Governing Law

9.1 These condition and any contract between us shall be subject to and construed in accordance with English Law.

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