Legal terms & conditions

 

 

TERMS AND CONDITIONS

CONDITIONS OF SALE

 

AGENCY

 

1.           (a)         Unless the contract documents contain an express indication to the contrary we act in all respects as the agent of the Seller, as such our obligation to a Buyer shall be to communicate his order to the Seller and no more;

(b)         Goods are supplied subject to the conditions of sale of the Seller or in the absence of such conditions and to the extent that the context admits, to the following conditions;

(c)          Orders placed with us as the agent of the Seller are subject to acceptance by the Seller;

(d)         The following conditions of sale apply where we act as principals.

 

LIMITATION OF LIABILITY

2.           (a)         We shall not be liable for any loss or damage whatsoever arising from failure by us to perform the contract, whether wholly or in part, which is caused by:

                                     (i)                  default by our suppliers, or

(ii)          any cause whatsoever beyond our control.

(b)         Our liability whether in contract or in tort shall in all cases be limited to the amount of the invoice to which the claim relates.

(c)          In no circumstances whatsoever shall we be liable for indirect or consequential loss

or loss of profits.

 

DATES FOR DELIVERY

3.           Dates for shipment or delivery of goods to be sold or delivered shall not be and must not be relied on or treated by the buyer as terms of contract unless they are specified as such in the contract documents. Where dates for shipment or delivery are so specified we shall not be under any absolute obligation to ship or deliver by the dates specified, but our obligation shall be to ship or deliver (as the case may be) within a reasonable time of the date specified. Any contractual obligation on our part to ship or deliver as aforesaid shall not be a condition of the contract and accordingly any breach of such obligation shall be and is to be treated as a breach of warranty only.

 

GOODS OFFERED EX-STOCK

4.           When delivery of goods is offered ex-stock the offer is subject to the goods being available and unsold at the time of receipt by us of an order.

 

PRICES

5.           (a)         The price referred to in the contract documents shall prevail unless before the date

of despatch of goods or part thereof;

(i)                  in the case of goods included in any of our current price lists there is an increase in the list price for such goods above the list price therefore in force when the order was accepted or;

(ii)                in the case of goods not included in any of our current price lists there is an increase in the list price for comparable goods above those in force when the order was accepted;

(iii)               there is an increase in the landed price of goods which is attributable to the fluctuation of exchange rates.

In which case the goods or the undelivered balance thereof shall be invoiced and paid for at the agreed price plus the amount of the relevant increase. Provided that sub-clauses (i), (ii) and (iii) above shall not apply where the price referred to in the contract documents is stated to be fixed.

(b)         All duties, charges, insurances and other expenses whatsoever of shipment or delivery shall be for the Buyer’s account unless goods have been sold on free delivery terms. Any increase to us in the cost of shipment or delivery over the cost thereof calculated by us at the date of the contract shall be for the Buyer’s account whether the goods are sold on free delivery terms or not.  

(c)          If by reason of any war hostilities or warlike operations the cost to us of fulfilling the contract or any part thereof would exceed the cost calculated by us at the date of the contract, we shall give the Buyer notice thereof and the Buyer shall have the option (to be exercised in writing within seven days of receipt of the notice) of paying such excess in addition to the price payable under the contract or of cancelling the contract or any unfulfilled part thereof without prejudice to the accrued rights of either party.

 

RISK AND TITLE

6.           (a)         The risk in goods shall pass immediately they are delivered into the physical custody

of the Buyer, his agents or his assigns, or they otherwise begin to be held to his order. We shall retain sole and absolute property in such goods as legal and beneficial owner until the Buyer has paid the full invoice price and until that time the Buyer shall be in possession of the goods as bailee for us and shall be deemed to have so acknowledged. Until the full invoice price has been paid the Buyer shall store the goods separately from other goods and in a manner which makes them readily identifiable as goods delivered by us.

              (b)         The Buyers right to possession of any goods for which the full invoice price has not

been paid shall cease if, being an individual, he commits an available act of bankruptcy or, being a company, a receiver becomes entitled to take possession of any of its assets or any person becomes entitled to present a petition for its winding up or it is resolved that it be wound up. We shall be entitled in these events to enter at any time and with or without vehicles upon any premises of the Buyer at which we reasonably believe such goods to be stored and to repossess them.

              (c)          The Buyer shall be at liberty in the ordinary course of business to process and make

products from and, as our agent, to sell goods for which the full invoice price has not been paid. The proceeds of any such sale shall be for our account and shall be held in trust for us to the extent of the full invoice price for the goods.

              (d)         In addition to any right of lien to which we may be entitled by operation of law we

shall be entitled to a general lien on all goods of the Buyer in our possession (although such goods or some of them may have been paid for) for the unpaid price of any other goods sold and delivered to the Buyer or for any other monies owing to us from the Buyer.

 

BUYER OBLIGATIONS IN REGARD TO DELIVERY  

7.           (a)         Deliveries made under the contract shall be deemed to have been made in respect

of separate sales of each weight description or quality of goods which each such delivery may comprise. Unless otherwise specifically agreed in writing payment for each delivery is due on the date thereof and payment on that date or upon the date(s) otherwise so agreed shall be a condition precedent to any further deliveries.

              (b)         Delivery of each instalment of the goods must be accepted within seven days of

despatch of a delivery order or advice of arrival in default of which we shall be entitled to change for storage. Failure of the Buyer to accept delivery of goods within 14 days of despatch of a delivery order or advice of arrival shall entitle us to dispose of the goods by whatever means may appear expeditious, to treat the net proceeds (if any) of such disposal as part payment of any monies owing to us from the Buyer and without prejudice to any of our other rights to claim the balance of the invoice price from the Buyer.

              (c)          For the purposes of condition 7(a) above goods shall be deemed to be held to the

order of the Buyer from the moment of despatch of a delivery order or advice of arrival.

              (d)         The failure of the Buyer to pay our invoice in full on the due date shall entitle the

Sellers to charge interest on the overdue account at a rate of 3% above the Prime Lending Rate of the Sellers’ bankers prevailing at the due date, provided that the Sellers shall not be entitled to recover interest under an invoice where a negotiable instrument which has been tendered in payment also carries interest.

 

LOSS OR DAMAGE

8.           In the event of any loss or damage or delay to any goods delivered at our risk to the Buyer or

to his agent or otherwise to his order notice of the same shall be given to us in writing by the Buyer forthwith upon delivery (or, in the case of the loss of any goods, at the time when the goods should have been delivered) and the Buyer shall at the same time take all necessary steps to notify the carrier in writing of any such loss damage or delay and shall in all cases where possible enter a note of the same upon the carriers receipt. If by reason of the failure of the Buyer to give any such notice we are precluded from making a recovery from the carrier in respect of the loss or damage or delay complained of then we shall not be liable for any claim by the Buyer in respect thereof and the Buyer shall be liable to pay for the goods as though no such loss damage or delay had occurred.

 

APPLICABLE CONDITIONS

9.           (a)         Orders are accepted subject to the incorporation in the contract of these conditions

of sale and any special conditions of sale, which shall override and exclude any terms and conditions proposed by the Buyer, except insofar as acceptance of the same has been communicated by us to the Buyer in writing.

              (b)         Terms and conditions proposed by the Buyer cannot be accepted by our staff

without express written sanction; it is the Buyer’s responsibility to ensure that such sanction has been given.

 

CONSTRUCTION

10.         Where the context admits:

              (i)           the singular shall include the plural and vice versa;

              (ii)          the male gender shall include the female gender and vice versa;

              (iii)         the term ‘person’ shall include a corporate as well as an unincorporate person.

 

GOVERNING LAW

11.         The validity construction and performance of the contract shall be governed by laws of England and both parties shall submit to the non-exclusive jurisdiction of the Courts of Singapore.

 

TRADE CUSTOMS

12.         The following extract from the Code of Trade Customs adopted by the Paper Makers

Association of Great Britain and Ireland shall apply to the contract to the extent that the context admits:

 

“MACHINE MADE WRITING AND PRINTING PAPERS. A ream, unless otherwise specified, shall contain 500 sheets,” and be sold at a price per ream or price per lb, as ordered, nominal weight charged. Reams graded as “Good”, “Retree” and “Broke”. Price of “Retree” 10 per cent and “Broke” 20 per cent, less than “Good”. – CARDS, PASTEBOARDS, NEWS, GREASEPROOF and similar papers. A Ream unless otherwise specified, shall contain 480 sheets. Actual weight chargeable up to 2½ per cent, above nominal. – WRAPPINGS and similar papers. A Ream unless otherwise specified, shall contain 480 sheets. Actual weight chargeable up to 5 per cent above nominal. – REELS charges by weight (inclusive of Centres, if not wood or metal). Claims for shortage must be based upon results obtained from yardage measurement. – HAND MADE PAPERS. A “Mill” Ream “Good” or “Retree”, contains 472 sheets and consists of 18 “Insides” quire of 24 sheets and 2 “Outsides” quire of 20 sheets each. An “Insides” ream “Good” or “Retree” contains 480 sheets and consists of 20 “Insides” quires of 20 sheets each. In all cases the “Outsides” quires are placed one at the top and one at bottom of ream.

 

In all quantities, variations in substance shall not exceed 5 per cent either way. Reels shall not vary in measurement more than ½ percent with a maximum variation of ¼ in. Variation in measurement of Sheets shall not exceed ½ per cent either way above or below ordered size, with a maximum of ½ in. For special makings, order is duly executed if within following limits either way, 1 ton or less 12½ per cent; above 1 ton and up to 5 tons or 7½ per cent; above 5 tons 5 per cent. Any excess beyond such limits shall be cut down to nearest standard size and taken by Buyer or proportionate price – for Special Water-Marks Buyers must pay for Rolls or Moulds. – Where delivery of making order is delayed by Buyers, if order is ready at ordered date it shall be invoiced forthwith and invoice must be taken to account. Paper stored at Mill free for 14 days, afterwards subject to rent. Maximum period for storing, 3 months – in all cases chargeable weight shall include weight of necessary Ream and Reel Wrappers. All claims to be made in writing within 14 days delivery. – Boards, Frames, Cases and Special Centres, shall be chargeable at reasonable rates to be refunded in full when returned within reasonable time carriage paid and in good condition”.