CONDITIONS OF SALE

1. Interpretation

In these Conditions the following words have the following meanings:

1. “The Company”: means Sink Ltd T/A Eurosolve whose registered office address is situated at 10 Bahama Road, Haydock, Merseyside, WA11 9XB

2. "Buyer" means any person or persons, firm or firms, company or companies, authority or authorities who shall order or buy the Goods.

3. "Contract" means the particular individual contract for the supply of the Goods and any Ancillary Services by the Company to the Buyer.

4. “Delivery Point” means the place where the delivery of the Product is to take place under Condition 6;

5. “Goods" means the goods or materials supplied or sold by the Company to the Buyer as specified in the Order Acknowledgement.

6. "Order" means an order placed for the Goods.

7. “Product” means any Product agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

8. “Recovered Solvent” means a specific Product which includes print wash and laundered product.

9. "Safety Legislation" means the Health and Safety at Work etc Act 1974, the Consumer Protection Act 1987 and all regulations thereunder, the General Product Safety Regulations 1994 and all other legislation from time to time (including subordinate legislation and European Union and European Economic Area legislation to the effect that it has direct effect in member states) imposing legal requirements with respect to the safety of Goods, the handling, transportation, storage or disposal of Goods or goods incorporating the Goods, and the health and safety of the users of the Goods.

10. The headings are for convenience only and shall not affect the interpretation of this document or those Special Conditions;

11. In these conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

12. the use of the plural shall include the singular and the use of the singular shall include the plural;

 

1. Application of Term

   1. Subject to Unless otherwise expressly agreed in writing by the Company every Contract shall incorporate and be governed in all respects by these Conditions which shall prevail over any contractual provisions proffered by the Buyer in any correspondence, Order or other documentation, which shall have no application to the Contract unless otherwise agreed in writing by the Company. The Buyer agrees that no actions taken by the Company shall be interpreted as the Company  accepting any contractual provisions proffered by the Buyer.

   2. No terms or conditions endorsed upto, delivered with or contained in the Buyer’s purchase order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

   3. Each order for Product by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Product subject to these conditions.

   4. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Product to the Buyer.

   5. The Company’s quotation is not to be taken as an offer and no Contract shall take effect unless and until an Order Acknowledgement has been despatched by the Company to the Buyer.

   6. the Company will accept no responsibility whatsoever for any error or omission in the transmission of the Buyer’s Order.

   7. These Conditions shall apply to any services that the Company supplies which are ancillary to the supply of the Goods to the maximum extent feasible.

 

1. Description

   1. The description of the Product shall be as set out in the Company’s quotation.

   2. Add drawings, descriptive matter, specifications and advertising issues by the Company and any descriptions or illustrations contained in the Company’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Product described in them. They will not form part of this Contract.

   3. All descriptions, illustrations and information contained in:-

1. the Company’s catalogues, website, price lists, advertising matter and other publications;  labels attached or affixed to Company’s containers and packaging; or

2. any other collateral item relating to the Goods; shall be regarded as approximate only and are to present merely a general idea of the goods described in them and shall not form part of the Contract or be deemed to import any warranty regarding the Goods, unless and to the extent that the contrary is expressly agreed in writing by the Company.

   1. Each of the parties acknowledges that it is not entering into the Contract in reliance upon any representation, warranty, collateral contract, or other assurance (except those set out in the Contract and the documents referred to in it) made by or on behalf of any other party before the execution of the Contract. Each of the parties waives all rights and remedies which, but for this Clause, might otherwise be available to it in respect to any such representation, warranty, collateral contract or other assurance, provided that nothing in this Clause shall limit or exclude any liability for fraud.

 

1. Price

   1. For solvent purchasing; unless the Buyer and the Company have agreed in writing another price for the Product on or before the date despatch of any order, the Product will be charged at the price ruling on the date of delivery or deemed delivery, irrespective of the date of order. Prices are subject to change without notice.

   2. Prices for waste are subject to clause 13.

   3. Save as otherwise agreed in writing by the Company, the price of the Goods shall exclude transportation, insurance, container charges and administrative charges, which shall be charged separately (if applicable) and shown separately on the Company’s invoice.

   4. The price is exclusive of any applicable VAT or other duty for which the Buyer is also liable together with all costs or charges in relation to loading, unloading carriage and insurance all of which amounts shall be paid for by the Buyer in addition to the price of the Product when payment is due for the Product.

   5. The Company shall be entitled to charge the Buyer interest on any sums paid late under a Contract from the due date until the date of payment and claim compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 (as amended from time to time). Such interest shall be calculated on a daily basis after as well as before any judgment. In addition the Buyer will reimburse all costs and expenses, including but not limited to legal expenses incurred in the collection of any overdue amount.

 

1. Payment

   1. The Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods. If the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection.

   2. Payment shall be made in full by the Buyer on or before 30 days after date of invoice (NET 30) and time of payment shall be of the essence of the Contract.

   3. The Company reserves the right (without prejudice to the Buyer’s obligation to pay on the due date or any other rights of the date of actual payment (both dates inclusive) whether before or after Judgment at the annual rate of 3% above the prevailing base lending rate from time to time of Libor as published in “The Financial Times” everyday.

   4. No payment shall be deemed to received until the Company has received cleared funds.

   5. All payments payable to the Company under the Contract shall become due immediately upon termination of this Contract despite any other provision.

   6. The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise including Bank charges unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.

   7. If the Buyer disputes any invoice or other request for payment, the Buyer shall immediately notify the Company in writing giving its reasons why. The parties shall negotiate in good faith to attempt to resolve the dispute promptly.

   8. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in Clause 5.2. If part of a consolidated invoice is disputed, the undisputed amounts shall be paid on the due date as set out in Clause 5.2.

 

1. Delivery

   1. Unless otherwise agreed in writing by the Company, delivery of the Product shall take place:-

1. Where the Company undertakes delivery of the Product, when unloaded from the Company’s vehicle, ship or other transport at the station port or address specified by the Buyer when the order is placed.

2. Where the Buyer undertakes to collect the Product, when loaded onto the Buyer’s vehicle or other transport at the address nominated by the Company.

   1. The Buyer will take delivery of the Product within 24 hours days of the Company giving it notice that the Product is ready for delivery where delivered by ship or, if delivered by any other means, within seven days of the date that the Company gives notice that the Product is ready for delivery.

   2. Where the Company agrees or states a specified delivery date, the Company shall use reasonable endeavours to deliver on or before the relevant date, but shall be under no obligation to do so.

   3. Delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time. 

   4. The Company shall not be obliged to make delivery at any specified time. The Buyer shall be obliged to accept any delivery during the hours of 8:30 a.m. and 4:30 p.m. on a day on which the banks are open for a full range of transactions in the territory in which the Buyer is situated (the “Normal Delivery Hours”). If the Buyer requests that delivery take place at a specified time or outside the Normal Delivery Hours and the same is recorded in the Order Acknowledgement, the Company will use its reasonable endeavours to deliver at the specified time.

   5. Time shall not be of the essence with respect to any of the Company’s obligations arising under the Contract.

   6. 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 Product (even if caused by the Company’s negligence).

   7. If for any reason the Buyer will not accept delivery of any of the Product when they are ready for delivery, or the Company is unable to delivery the Product on time because the Buyer has not provided appropriate instructions, documents, licenses or authorisations:

1. Risk in the Product will pass to the Buyer (including for loss or damage caused by the Company’s negligence);

2. The Product will be deemed to have been delivered; and

3. The Company may store the Product until delivery where upon the Buyer will be liable for all related costs and expense (including, without limitation, storage and insurance).

   1. The Buyer will provide as its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Product.

   2. Where any delay in delivery of the Goods is caused by the Buyer, the Company shall be entitled to charge the Buyer all proper costs arising out of such delay, including without limitation:

1. the cost of returning the Goods to the Company’s premises, of storing the Goods and of re-delivering the Goods; and

2. the wasted cost of having men and materials ready to deliver the service.

   1. Notwithstanding Clause 6.10, and subject to any contrary provision that the Company may agree to in writing, the Buyer shall be entitled to re-schedule on not more than one occasion delivery of the Goods by giving the Company reasonable notice in writing so to do.

   2. If the Company delivers to the Buyer a quantity of Product of up to 5% more or less than the quantity accepted by the Company the Buyer shall not be entitled to object to or reject the Product or any of them by reason of the surplus or shortfall and shall pay for such Product at the pro rata Contract rate.

 

1. IBC’S

Where Product is delivered in Intermediate Bulk Containers (IBCs) the IBCs must be made available for collection by the Company within one month of their date of delivery to the Buyer, failing which the Company shall charge a reasonable rent per day on the IBCs until returned. Any damage to the IBC will be charged to the Buyer based on actual costs of repair.

1. Non-Delivery

   1. The quantity of any consignment of Product as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

   2. The Company shall not be liable for any non-delivery of Product (even if caused by the Company's negligence) unless written notice is given to the Company within 7 days of the date when the Product would in the ordinary course of events have been received.

   3. Any liability of the Company for non-delivery of the Product shall be limited to replacing the Product within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Product.

   4. Where the Product 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 instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

 

1. Title and Risk

   1. The Product shall be at the Buyer's risk from the time of delivery or, if earlier when placed at the Buyer's disposal.

   2. Ownership of the Product shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of;

1. the Product; and

2. all other sums which are or which become due to the Company from the Buyer on any account.

   1. Until ownership of the Product has passed to the Buyer, the Buyer must:

1. hold the Product on a fiduciary basis as the Company's bailee;(where its storage facilities so permit) store the Product (at no cost to the Company) separately from all other Product of the Buys or any third party in such a way that they remain readily identifiable as the Company's property;

2. not destroy, deface or obscure any identifying mark or packaging on or relating to the Product,

3. maintain the Product in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and

4. hold the proceeds of the insurance on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

   1. The Buyer's right to possession of the Product shall terminate immediately if:

1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of hisits obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

3. the Buyer encumbers or in any way charges any of the Product.

   1. The Company shall be entitled to recover payment for the Product notwithstanding that ownership of any of the Product has not passed from the Company.

   2. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Product are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to enter with such transport as may be necessary to repossess and recover them.

   3. Nothing in this clause shall confer any right on the Buyer to return the Product sold hereunder or refuse or delay payment therefore, unless otherwise agreed.

   4. Title to any consignment stock or vendor managed inventory held at the Buyer's premises will remain at all times with the Company whether such stock of Products is held in the Company's storage facility on the Buyer's premises or in the storage facilities provided on site by the Buyer. The Company shall have the right at all reasonable time to enter the premises of the Buyer to remove any such stock held under the provisions of any arrangement entered into with the Buyer.

 

1. Title and Risk for Collections of wate

   1. For the collection of waste, the Ownership, Title and Risk does not pass to the Company until they have received in full (in cash or cleared funds) all sums due to in respect of the waste invoice.

   2. The Company reserves the right to return the waste if payment is not received within the agreed payment terms, including but not limited to:

1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or

2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or

   1. The Buyer grants the Company, its agents and employees an irrevocable licence at any time to return the waste to the Buyer’s premises.

   2. The Buyer acknowledges and agrees that non-payment constitutes a material breach of this agreement, and the Company shall not be held liable for any damages, losses or penalties resulting from the return of such waste.

   3. Nothing in this clause shall confer any right on the Buyer to refuse or delay payment therefore, unless otherwise agreed.

 

1. Buyer's Undertakings

The Buyer undertakes with the Company (where applicable).-

1. To accept responsibility for providing safe and sufficient facilities for the reception of the Product into storage and will

2. indemnify the Company against any damages claims or costs arising out of a breach of this condition.

3. In respect of the Product to meet any duty or obligation imposed upon it under the Health & Safety at Work etc. Act 1974 and any Regulations made there under.

4. That it has storage conforming to The Highly Flammable Liquids and Liquefied Petroleum Gases Regulations 1974 for any low-flash product delivered hereunder,

5. That it has a current bonded user number applicable to the Product under the Customs and Excise Tied Oil regulations, The Buyer warrants that it has complied with the requirements of all competent authorities relating to the storage of the Product and undertakes to observe the Buyer's obligations under any Act of Parliament or other Regulations of Government for the time being in force.

6. The Buyer shall inspect the Goods as soon as is practicable after the Time of Delivery and shall give to the Company and the carrier in writing, before the end of the next working day, after the Time of Delivery, notice of any claim for any defect, shortage, damage or loss to the Goods whilst in transit. If the Buyer fails to do so or the Buyer makes use of the Goods after giving such notice, the Goods shall be conclusively presumed to have been received and accepted by the Buyer without any claim for any defect, shortage, damage or loss.

 

1. Warranties

The Company warrants, subject to condition 11 that:

1. Products supplied by the Company will at the time of delivery comply with specification set out in the Company's relevant Product Guide or within the agreement with the Buyer;

2. Save as expressly provided in these Conditions or in any individual Contract, all terms, conditions, and warranties implied by statute, common law or otherwise, howsoever arising, are excluded to the fullest extent permitted by law. The Buyer is solely responsible for satisfying itself and others as to the suitability of the Goods for any particular purpose and the Buyer acknowledges that it is relying solely on the Buyer's own skill and judgment and not the Company’s in determining such suitability.

3. As the Company has no control over the storage of Product after delivery or over the method of application or use of Product, any condition or warranty in place by Statute or otherwise in relation to the quality, appearance, aroma and constitution of Product or their fitness for any purpose is hereby excluded to the fullest extent permitted by law save as set out in these Conditions or otherwise expressly agreed in writing with the Customer.

4. The Company shall not be liable for a breach of the warranty in condition 12 unless:

1. the Buyer gives written notice of the defect to the Company, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect; and

2. the Company is given a reasonable opportunity after receiving the notice of examining such Product or appointing an independent inspector to undertake such examination and the Buyer (but only if asked to do so by the Company) returns such Product to the place specified by the Company.  The costs of any examination shall be borne equally by the Company and the Buyer.

   1. The Company shall not be liable for a breach of the warranty in condition 12.1 if:

1. the Buyer makes any further use of such Product after giving such notice; or

2. the defect arises because the Buyer failed to follow the Company’s oral or writ­ten instructions as to the storage, installation, commissioning, use or mainte­nance of the Product or (if there are none) good trade practice

   1. Subject to conditions 12.4 and 12.5, if the Product does not conform with the warranty in condition 12.1 the Company shall at its option replace such Product (or the defective part) or refund the price of such Product at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Product or the part of such Product which is defective to the Company.

   2. If the Company complies with condition 12.6 it shall have no further liability for a breach of the warranty in condition 12.1 in respect of such Product.

   3. Any Product replaced will belong to the Company.

 

1. Recovered Solvent

   1. When the buyer buys Recovered Solvent from the Company, quality checks are the sole responsibility of the Buyer.

   2. The Company does not warrant to the quality of the Recovered Solvent or to whether the Recovered Solvent is fit for purpose.

   3. The Company will accept any return of Recovered/ Laundered Solvent following a quality check by the Buyer before the Recovered Solvent is used in the Buyer’s manufacturing process.

   4. Once the Recovered Solvent is processed by the Buyer in their manufacturing process the Company accepts no liability in regard to the Recovered Solvent that may occur subsequent to this.

   5. The Buyer acknowledges that the during laundering process in which Recovered Solvent is produced the Buyer will not receive 100% of their product back and that the process results in other streams of solvent from other sources. The Company provides Recovered Solvent to specification not as to source.

 

14. Waste Collection

14.1 Waste will initially be invoiced as per the purchase order from the Buyer. If there are amendments as per 14.2 and 14.3 that are required this will come as a surplus invoice or credit note.

 

14.2 If waste is collected from the Buyer this is subject to classification when processed by the Company. If the Waste is not as specified by the Buyer, the correct classification will be allocated and pricing will be amended and sent to the Buyer for payment. In addition, a Non-Conformance Fee (NCR) will be issued for payment to the Buyer. If the Buyer wishes to collect the waste that is reclassified this will be at their own expense and the Non-Conformance Fee will still apply whether this is processed by the Seller or not.

 

14.3 If the non-conformance is not registered on an additional dip test but once laboratory analysed it is found to have a non-conformance due to content then 14.1 and 14.2 will still apply.

 

14.3 Pumpable ink waste must fall into the below criteria otherwise it will be billed as a non-conformance: Liquid & fully pumpable, suitable for SLF, pH 5-9, <10% water, <10% solids, CV>8000cal/g, <1800ppm metals, <10ppm Cd/Tl/Hg, <1% Sulphur, <0.5% Bromine, <0.5% Chlorine, <0.5% Fluorine, <0.1% Iodine, nil Isocyanates, nil Explosives, nil Radioactive, nil Medical/Clinical waste, nil Oxidising, nil PCBs/PCPs, nil Pharmaceutical/Pesticide/Biocide products, nil Dioxins/Furans, nil Thiols/Mercaptans, nil Rags/Debris.

 

1. Limitation of Liability

 

15.1  Subject to condition 12, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

(i) any breach of these conditions; and

(ii) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

 

15.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

 

15.3 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

 

15.4 Subject to conditions 12.2 and 12.3:

 

1. the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to invoice value of the delivery concerned; and

2.  the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract or the use or resale of the Product by the Buyer.

 

16. Assignment

16.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

 

16.2 Company may assign the Contract or any part of it to any person, firm or company.

 

17. Entire Agreement

 

The Contract and these Conditions (together with all the other documents to be entered into pursuant to it) sets out the entire agreement and understanding between the parties relating to the matters contemplated by the Contract, and all conditions, terms and warranties, whether express or implied, are excluded if they are not expressly set out in the Contract.

 

18. Force Majeure

18.1 In this Clause 18, “Force Majeure Event” means an event wholly beyond the reasonable control of the party claiming the benefit of the Clause (including its subcontractors) including, without limitation, an act of God, war, riot, civil commotion, compliance with a law or governmental order, rule, regulation or direction, fire, flood, storm, riot, strike or other industrial action (including without limitation strike or other industrial action by the employees of the party claiming the benefit of the Clause), failure by any statutory undertaker, utility company, local authority or like body to provide services, any failure, shortage of power, fuel, raw material, Goods bought from third parties or transport, and any act or omission of any third party to the extent that performance of any obligation of the party claiming the benefit of the Clause relies thereon.

 

18.2 No liability shall result to either party from delay in performance or non-performance caused by circumstances beyond the control of the party affected.

 

18.3 If for any reason, supplies of the Product deliverable under this Agreement or of the feedstock from which such Product is directly or indirectly derived from any of the Company’s then existing sources of supply are curtailed or cut off, the Company shall have the option during such period of curtailment or cessation to apportion fairly among its customers including affiliated companies, and whether under contract or not, such product as may be received in the ordinary course of business or manufactured at the Company’s plant.

 

18.4 The Company shall not be obliged to purchase or otherwise obtain alternative supplies of the Product deliverable under this Agreement, or the feedstock from which such Product directly or indirectly is derived, nor shall the Company be obliged to settle labour disputes, run down inventories below normal levels, adapt or vary it manufacturing plan except at; the Company’s sole discretion, or to take any steps other than in accordance with good business practice to make up inadequate supplies or to replace the supplies so curtailed or cut off. The Company shall not be obliged to make up deliveries omitted or curtailed under this Agreement. Any such deficiencies in deliveries shall be cancelled with no liability to either party.

 

 

 

19. Communications

 

19.1 All communications between the parties about this Contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

 

i) (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or

ii) (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of this Contract or such other address as shall be notified to the Company by the Buyer.

 

19.2 Communications shall be deemed to have been received:

 

i) if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

ii) if delivered by hand, on the day of delivery;

iii) if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

 

20. General

20.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

 

20.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

 

20.3 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

 

20.4 The parties to this Contract do not intend that any term of this Contract will be enforce-able by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

 

20.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

 

20.6 Any relaxation or concession that may be granted by the Company in regard to any of the terms and conditions of this Agreement shall not in any way affect or prejudice the Company’s strict rights hereunder. If there is any contradiction between the conditions of the Company and of the Buyer those of the Company shall be accepted.

 

20.7 The Buyer is a member of the group of companies whose holding company is Sink Limited and accordingly the Buyer may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group, provided that any act or omission of any such other member shall be deemed to be the act or omission of the Buyer.

 

20.8 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to that other party as its registered office or principal place of business or such other address as may be at the relevant time have been notified under this provision to the party giving the notice.

 

20.9 No waiver by the Buyer of any breach of the Contract by the Company shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

20.10 If any provision of these Terms is held by any Court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

 

20.11 English law shall govern the Contract and the parties shall submit to the exclusive jurisdiction of the English Courts.