Terms of service

GENERAL TERMS AND CONDITIONS

DEFINITIONS

In this Agreement, unless the context requires otherwise, the following, expressions have the meanings assigned to them below:

  1. 1.1  this Agreement means the terms and conditions upon which the Supplier sells goods to the Purchaser, as recorded in this document including the customer registration form;

  2. 1.2  bill of lading means the document of title accompanying the goods during carriage;

  3. 1.3  incoterms mean the International rules for the interpretation of trade terms, as amended from time to time;

  4. 1.4  indent means any order or request for goods by the Purchaser when received by the Supplier;

  5. 1.5  invoice means the document issued by the Supplier wherein the amounts owing for goods supplied to the Purchaser are set out;

  6. 1.6  the manufacturer means the manufacturer of the goods purchased by the Supplier;

  7. 1.7  the product specification means the parameters of design within which the goods supplied are manufactured by the manufacturer, as modified by the manufacturer from time to time;

  8. 1.8  Purchaser means the legal entity stated in the customer registration form;

  9. 1.9  a quotation means any verbal order enquiry responded to by the Supplier or any document issued by the Supplier wherein an estimate of the purchase price of goods is given;

  10. 1.10  Supplier means Profilm Advanced Materials Ltd Reg. No. 12131507

2. APPLICATION OF THIS AGREEMENT

2.1 Notwithstanding any provision to the contrary, the parties agree that this Agreement, together with any securities or warranties held by the Supplier in respect of the Purchaser, overrides and supersedes all other terms and conditions upon which the Purchaser purports to purchase goods from the Supplier, including any terms set out in the indent, save that any agreed Incoterm shall be superseded only to the extent specifically provided for in this Agreement.

2.2 This Agreement, together with the documents referred to in 2.1 constitutes the entire contract governing the relationship between the parties for each and every order of goods supplied by the Supplier to the Purchaser and no representation not expressly contained herein, amendment, novation, variation or consensual cancellation of any or all of the terms and conditions of this Agreement shall be valid or binding on the Supplier unless agreed

to in writing and signed by an authorised representative of the Supplier.

3. QUOTATIONS

A quotation given by the Supplier, shall constitute an offer by the Supplier to sell goods subject to the terms and conditions contained herein.

4. ORDERS

Any Indent from the Purchaser howsoever accepted by the Supplier (no notice to the Purchaser being required) shall constitute a contract in regard to that particular order of goods subject to the terms and conditions contained herein.

5. DESIGN, MANUFACTURE AND INSTRUCTIONS

5.1 All goods are supplied subject to the manufacturer’s product specification applicable at the time of manufacture, which shall override all specifications, including without limiting the generality of the aforegoing, measurements furnished by the Purchaser.

5.2 No drawing, plan, specification or other descriptive or technical document, including instructions regarding the processing of the goods, shall form part of this Agreement unless signed by the Supplier and made an Annexure to this Agreement.

6. CONDITIONS PRECEDENT

6.1 The Supplier’s obligation to deliver the goods shall at all times be subject to the following conditions precedent, which until fulfilment thereof shall entitle the Supplier to suspend or refuse delivery without the Purchaser having recourse against the Supplier;

6.1.1 the availability to the Supplier of the goods from the manufacturer thereof;

6.1.2 the timeous receipt by the Supplier of any instructions, including drawings and specifications, required by the Supplier from the Purchaser for the supply or processing of the goods;

6.1.3 the availability of sufficient capacity in the Supplier’s processing plant for the supply or processing of the goods;

6.1.4 the Supplier being satisfied as to the Purchaser’s solvency and ability and readiness to pay for the goods to be delivered within the time and manner prescribed in terms of this Agreement;

6.1.5 the Purchaser not being in breach of any terms or conditions of this Agreement.

7. DELIVERY

7.1 The Supplier shall use its best endeavours to ensure delivery of the goods on the estimated date of delivery in the order. Save as provided for in 12, the Purchaser shall have no claims against the Supplier on account of delays in effecting delivery, partial delivery or non-delivery, for any damages suffered, whether consequential or not, and the Purchaser shall not be entitled to resile from this Agreement nor to withhold or defer any payment due in terms hereof.

7.2 Unless otherwise agreed in writing by the Supplier, goods are sold to the Purchaser ex works the manufacturer’s premises.

7.3 if the Purchaser fails to take delivery of the goods or requests or causes the storage of the goods prior to delivery then:

7.3.1 the Purchaser shall be liable for and pay on demand all costs of keeping of the goods during the period of the delay including without limitation clearance, penalties, taxes, duties, storage and insurance;

7.3.2 the goods shall be deemed to have been delivered to the Purchaser upon notification by the Supplier to the Purchaser of the tender of delivery, when all risks in and to the goods shall pass from the Supplier to the Purchaser, notwithstanding that the goods may be in the possession or under the control of the Supplier or any agreed Incoterm regulating the incidence of risk to the contrary.

7.4 The endorsement of any person at the premises to which the goods are delivered which appears on the delivery documentation providing such premises are where the Supplier’s responsibility for delivery of the goods ceases, will constitute sufficient evidence of the delivery of the goods to the Purchaser. All goods shall be deemed to be complete, in good condition and without defects unless proved to the contrary by the Purchaser in accordance with 12.

7.5 Notwithstanding any provision to the contrary the Purchaser indemnifies the Supplier against damages or expenses arising from the non-performance of governments or other authorities and all agents tasked with fiscal control, freight forwarding, safe carriage, clearing or other services required for the proper delivery of the goods to the Purchaser.

8. RISK AND OWNERSHIP

8.1 Unless an Incoterm is agreed upon in writing, which regulates risk to the contrary, all risk in and to the goods shall transfer to the Purchaser, who will thereafter be responsible for all loss or damage to the goods however arising upon loading of the goods at the manufacturer or Supplier’s premises as the case may be.

8.2 Where the Supplier is at risk for the carriage of goods, the Purchaser waives any claim which it may have in excess of the Supplier’s insurance cover or outside of the limitations of the contract of carriage or any rules promulgated by international convention.

8.3 Ownership in and to the goods shall pass to the Purchaser on payment in full of the purchase price for the goods to the Supplier.

9. PRICES

9.1 Unless otherwise specified or quoted in writing by 

the Supplier:

9.1.1 orders are accepted by the Supplier subject to the Supplier’s account price ruling on the date upon which the goods are delivered to the Purchaser, less any discounts authorised by the Supplier in writing;

9.1.2 all prices are specified ex-factory and are strictly net of value added tax, or any other ancillary cost, charge or impost such as packaging, carriage or freight costs;

9.1.3 if any discounts have been agreed to in writing, such discounts shall be irrevocably forfeited if payment of the purchase price is not received by the Supplier on due date therefor. Discounts shall only be applicable to the net price of the goods, exclusive of packaging, carriage, freight costs, taxes or other imposts and charges.

10. PAYMENT

10.1 The full purchase price for the goods stated on the Supplier’s invoice shall be paid by the Purchaser without any deduction, exchange or set-off, save for the discounts allowed in terms of clause 9.1, within the due date for payment specified in the invoice.

10.2 Under no circumstances shall any payment be deemed to have been received from the Purchaser, until the Supplier is actually in possession thereof, if in cash, or cleared to the credit of the Supplier on the Supplier’s account, if by other means.

10.3 The Purchaser agrees that in the event of any portion of an invoiced indebtedness being disputed then, in that event, the Purchaser will nevertheless forthwith pay the undisputed amount of its indebtedness.

10.4 the Supplier shall be entitled to apportion any payment received from the Purchaser to any indebtedness which the Purchaser may owe to the Supplier or its associate companies.

11. CONFIDENTIALITY

The Purchaser acknowledges that all information concerning the product to be supplied and not readily available to the public, is confidential and having been imparted by the Supplier in trust for the sole use of the Purchaser, the Purchaser accordingly undertakes not to divulge or allow such confidential information to be divulged to any third party without the prior written consent of the Supplier.

12 WARRANTIES

12.1 All goods are sold subject only to the Supplier’s 

warranty, a copy of which is available on request.

12.2 No other warranties or representations, express, implied or tacit, whether by law, contract or otherwise and whether including the Purchaser to this contract or not, concerning the product which are not set forth in this Agreement or the warranty referred to in 12.1 above shall be binding on the Supplier.

13. EXEMPTIONS AND INDEMNITIES

13.1 Save as provided for in the warranty in 12, the Purchaser shall have no claim of any nature, without restricting the generality of the aforegoing, whether contractual or delictual and whether for damages consequential or otherwise or for a remission of the purchase price for cancellation of this Agreement or otherwise, against the Supplier on account of any loss or damage sustained by the Purchaser or whatsoever or howsoever caused, even through the negligent act or omission of the Supplier, employee, agents or representative arising out of the parties having dealing with each other.

13.2 Providing that the goods in regard to which any claim is brought by any third party against the Supplier or the Supplier’s associate companies comply with the Supplier’s product specification, the Purchaser indemnifies the

Supplier, against such claim inclusive of all legal costs, which may be demanded from the Supplier and undertakes to settle such claim upon demand by the third party.

14 BREACH

14.1 If the Purchaser:

14.1.1 commits a breach of any of the terms or conditions of this Agreement or has failed to remedy the breach within 7 (seven) days of receipt of a written notice from the Supplier requesting the Purchaser to do so; or

14.1.2 being an individual, dies or is provisionally sequestrated or surrenders or makes application to surrender his estate; or being a partnership, the partnership is terminated or sequestrated, or being a company is placed under provisional or final order of liquidation or judicial management; or

14.1.3 has a judgment recorded against it which remains unsatisfied for a period of 7 (seven) days, or compromises or attempts to compromise generally with any of the Purchaser’s creditors; or

14.1.4 fails to provide guarantees or security to the reasonable satisfaction of the Supplier when called upon to do so, the Supplier shall have the right, without prejudice to any other right which it may have against the Purchaser, to the above remedies to cancel this agreement

15. LAW, JURISDICTION AND COST

15.1 The parties agree that the supply of goods and all aspects of this Agreement, including without limitation its enforceability or termination shall be governed by the laws of the United Kingdom and the parties waive any right which they may have to argue otherwise and consent to the jurisdiction of the courts of the United Kingdom.

15.2 The Purchaser shall be liable for the actual costs incurred by the Supplier in the enforcement of any rights, including without limitation costs on Solicitor and clients scale including the costs of counsel as on brief, whether incurred prior to or during the institution of legal proceedings, wherever instituted or defended.

16. CERTIFICATE OF INDEBTEDNESS

A certificate signed by a Director of the Supplier, whose appointment as such shall require no proof, showing the amount due and owing by the Purchaser to the Supplier at any given time shall be sufficient proof of the facts therein stated for the purpose of all legal proceedings against the Purchaser for the recovery of the said amount, unless proved to the contrary by the Purchaser.

17. DOMICILIUM

The Purchaser nominates its physical address as stated in the customer registration form as its chosen address for all purposes in connection with this Agreement and the Supplier at Bank House, 81 St Judes Road, Englefield Green, TW20 ODF, United Kingdom.

17.1 Any notice to any party shall be addressed to it at its chosen address and either sent by pre-paid registered post or delivered by hand. In the case of any notice sent by pre- paid registered post, it shall be deemed to have been received on the 7th (seventh) business day after posting, or delivered by hand, it shall be deemed to have been received on the date of delivery, unless the contrary is proved.

17.2 Any party shall be entitled, by notice in writing to the other to change its chosen address, provided that the change shall become effectively only 10 (ten) days after service of the notice in question.

18. MISREPRESENTATION

18.1 In the event of the Purchaser being a juristic person and incomplete or incorrect particulars are provided on the customer registration, the Supplier reserves the right to cancel this Agreement with immediate effect upon manifestation of the non-disclosure or misrepresentation as aforesaid without detracting from any other rights which the Supplier may have in terms of this Agreement or otherwise.

19. FORCE MAJEURE

The Supplier shall not be liable for any failure or delay in performing its obligations in terms of this Agreement caused by the occurrence of any event beyond its reasonable control and affecting its performance, including but not limited to war, civil commotion, riots, strikes, industrial arrest, government acts, adverse climatic conditions, epidemic, pandemic, acts of God or any other similar cause.

20. GENERAL

20.1 The Purchaser shall not be entitled to cede or delegate any of its obligations under this Agreement without the prior consent of the Supplier having been obtained. The Supplier shall be entitled to assign its rights and duties in terms of this Agreement to any associate company on written notice to this effect being given to the Purchaser.

No indulgence, extension of time, relaxation or latitude which one of the parties may show, grant or allow to the other party shall constitute a waiver by the former party of its rights and former party shall not be prejudiced or estopped from exercising any of its rights against the other party which may have then already arisen or which may thereafter arise.