CROMPTON MOULDINGS LIMITED

TERMS AND CONDITIONS OF SALE

The Customer's attention is particularly drawn to the provisions of clause 11

 

 

1                 Interpretation

1.1             In these Conditions, the following definitions apply:

'Business Day' means a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.

'Commencement Date' has the meaning set out in clause 2.2.

'Conditions' means these terms and conditions as amended from time to time in accordance with clause 14.8.

'Contract' means the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

'Customer' means the person or firm who purchases the Goods and/or Services from the Supplier.

'Deliverables' means the deliverables set out in the Specification.

'Force Majeure Event' has the meaning given to it in clause 14.1.1.

'Goods' means the goods (or any part of them) set out in the Order.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

'Order' means the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form, or such other document or schedule as the case may be.

'Services' means the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

'Specification' means in relation to Goods, any specification for the Goods (including any relevant plans or drawings) that is produced by the Supplier and agreed in writing by the Customer, and in relation to Services, the description or specification for Services provided by the Supplier to the Customer.

'Supplier' means Crompton Mouldings Limited registered in England and Wales with company number 06042585.

‘Tooling’ means Moulds, inserts, fixtures and fittings used to manufacture a product.

1.2              In these Conditions, the following rules apply:

1.2.1            a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2            a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3            a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted.  A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4             any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5              a reference to writing or written includes faxes and e-mails.

2                    Contract

2.1                The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2                The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3                The Contract constitutes the entire agreement between the parties.  The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.  Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them.  They shall not form part of the Contract or any other contract between the Supplier and the Customer for the supply of the Goods and/or Services.

2.4                These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5                Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2.6                All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3                    Delivery of Goods

3.1                The Supplier shall ensure that:

3.1.1             each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

3.1.2              if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note.  The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense.

3.2                If the Order provides that the Goods are to be collected by the Customer, the Customer shall collect the Goods from the Supplier’s premises at West Vale Buildings, Wakefield Road, Brighouse HD6 1QG or such other location as may be advised by the Supplier before delivery, within three Business Days of the Supplier notifying the Customer that the Goods are ready.  Delivery of the Goods shall be completed on the completion of loading of the Goods at such location, unless the Customer loads the Goods, in which case delivery shall be completed when the Customer starts loading the Goods.

3.3                If the Order provides that the Goods are to be delivered to the Customer, the Supplier shall procure delivery of the Goods to the location set out in the Order or such other location as the parties may agree, at any time after the Supplier notifies the Customer that the Goods are ready.  Delivery of the Goods shall be completed on the Goods’ arrival at such location.

3.4                Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence.  The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

3.5                If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.  The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.

3.6                If the Customer fails to collect or take delivery of the Goods within 5 Business Days of the Supplier notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods, the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

3.7                If 20 Business Days after the Supplier notified the Customer that the Goods were ready for collection or delivery the Customer has not collected or taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, charge the Customer for reasonable storage and selling costs, as well as charge the Customer for any shortfall below the price of the Goods.

3.8                The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5 per cent more or less than the quantity of Goods ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.

3.9                The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately.  Each instalment shall constitute a separate contract.  Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

4                    Quality of Goods

4.1                The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”) the Goods shall:

4.1.1              conform in all material respects with their description and any applicable Specification;

4.1.2              be free from material defects in design, material and workmanship;

4.1.3              be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

4.1.4              be fit for any purpose held out by the Supplier (and in the case of bespoke Goods produced pursuant to a specification supplied by the Customer, any purposes implied to be held out by the Supplier shall be limited to those purposes expressly made known to the Supplier by the Customer at the time of the Order).

4.2                 Subject to clause 4.3, if:

4.2.1              the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1;

4.2.2              the Supplier is given a reasonable opportunity of examining such Goods; and

4.2.3              the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

4.3                 The Supplier shall not be liable for the Goods' failure to comply with the warranty in clause 4.1{C} if:

4.3.1               the Customer makes any further use of such Goods after giving a notice in accordance with clause 4.2;

4.3.2               the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;

4.3.3               the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;

4.3.4               the Customer alters or repairs such Goods without the written consent of the Supplier;

4.3.5               the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

4.3.6               the defect arises as a result of the Supplier’s use of moulds supplied for the purpose by the Customer.

4.4                 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.1.

4.5                 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 4.2.

5                     Title and risk

5.1                 The risk in the Goods shall pass to the Customer on completion of delivery.

5.2                 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

5.2.1               the Goods; and

5.2.2               any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.

5.3                 Until title to the Goods has passed to the Customer, the Customer shall:

5.3.1               hold the Goods on a fiduciary basis as the Supplier's bailee;

5.3.2               store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

5.3.3               not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

5.3.4               maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Supplier's behalf from the date of delivery;

5.3.5               notify the Supplier immediately if it becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12; and

5.3.6               give the Supplier such information relating to the Goods as the Supplier may require from time to time,

but the Customer may resell or use the Goods in the ordinary course of its business.

5.4                 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6                     Supply of Services

6.1                 The Supplier shall provide the Services to the Customer in accordance with the Specification in all material respects.

6.2                 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

6.3                 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.

6.4                 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

7                     Customer's obligations

7.1                 The Customer shall:

7.1.1               ensure that the terms of the Order and the information it provides in the Specification are complete and accurate;

7.1.2               co-operate with the Supplier in all matters relating to the Services;

7.1.3               provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; and

7.1.4               obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start.

7.2                 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

7.2.1               the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;

7.2.2               the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 7.2; and

7.2.3               the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

8                     Charges and payment

8.1                 The price for Goods and Services shall be the price set out in the Order or, as otherwise agreed between the parties.  Unless otherwise stated, the price of the Goods is exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be paid by the Customer when it pays for the Goods.

8.2                 The Supplier reserves the right to increase the price of the Goods and/or Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods and/or Services to the Supplier that is due to:

8.2.1               any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, fuel and other manufacturing and delivery costs);

8.2.2               any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification in respect of the Goods; or

8.2.3               any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods.

8.3                 In respect of Goods and/or Services, the Supplier shall invoice the Customer on or at any time after completion of delivery of the Goods and/or Services.

8.4                 The Customer shall pay each invoice submitted by the Supplier:

8.4.1               within 30 days of the date of the invoice; and

8.4.2               in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

8.5                 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”).  Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

8.6                 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (“Due Date”), the Supplier shall have the right to charge interest on the overdue amount at the rate of four per cent per annum above the then current Bank of England's base lending rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

8.7                 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part.  The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

9                     Intellectual Property Rights

9.1                 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.

9.2                 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.

9.3                 Any Intellectual property originating from our design and development input remains the property of Crompton Mouldings Ltd.

10                  Confidentiality

A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.  The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.  This clause 10 shall survive termination of the Contract.

11                  Limitation of liability

11.1              Nothing in these Conditions shall limit or exclude the Supplier's liability for:

11.1.1            death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.1.2            fraud or fraudulent misrepresentation;

11.1.3            breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

11.1.4            breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

11.1.5            defective products under the Consumer Protection Act 1987.

11.2              Subject to clause 11.1:

11.2.1            the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract; and

11.2.2            the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total monies received by the Supplier from the Customer under the Contract.

11.3              Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

11.4              This clause 11 shall survive termination of the Contract.

12                  Termination

12.1              Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

12.1.1            the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing of the breach;

12.1.2            the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

12.1.3            the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

12.1.4            a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

12.1.5            the other party (being an individual) is the subject of a bankruptcy petition or order;

12.1.6            a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

12.1.7            an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

12.1.8            a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

12.1.9            a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

12.1.10         any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.2 to clause 12.1.9 (inclusive);

12.1.11         the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

12.1.12         the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

12.2              Without limiting its other rights or remedies, the Supplier may terminate the Contract:

12.2.1            by giving the Customer two weeks’ written notice;

12.2.2            with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.

12.3              The Customer may terminate the Contract by giving the Supplier not less than one months’ written notice.

12.4              Without limiting its other rights or remedies, the Supplier shall have the right to suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and the Supplier if:

12.4.1            the Customer fails to make pay any amount due under this Contract on the due date for payment; or

12.4.2            the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12, or the Supplier reasonably believes that the Customer is about to become subject to any of them.

13                  Consequences of termination

On termination of the Contract for any reason:

13.1.1            the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;

13.1.2            the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them.  Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

13.1.3            the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

13.1.4            clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14                  General

14.1               Force majeure:

14.1.1            For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

14.1.2            The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

14.1.3            If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than two months, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

14.2               Assignment and subcontracting:

14.2.1            The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.

14.2.2            The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.3              Tooling:

14.3.1           The Supplier will ensure that any tooling owned by the customer will be stored in good order, generally maintained for use, insured against fire, theft and damage. Whilst in its possession.

14.3.2           The customer will provide payment to the supplier for the repair of any tool over and above general maintenance subject to it being properly maintained by the supplier.

14.4                Notices:

14.4.1            Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

14.4.2            Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

14.4.3            This clause 14.4 shall not apply to the service of any proceedings or other documents in any legal action.  For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.  For the avoidance of doubt, however, this does not affect the Customer’s ability to make, or the Supplier’s ability to accept, an Order by e-mail.

14.5              Waiver and cumulative remedies:

14.5.1            A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise.  No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.5.2            Unless specifically provided otherwise, rights arising under the Contract are cumulative and to not exclude rights provided by law.

14.6              Severance:

14.6.1            If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

14.6.2            If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.7              No partnership:

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose.  No party shall have authority to act as agent for, or to bind, the other party in any way.

14.8              Third parties:

A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.9              Variation:

Any variation, including the introduction of any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Supplier.

15                Governing law and jurisdiction:

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

CROMPTON MOULDINGS LIMITED

TERMS AND CONDITIONS OF PURCHASE

All transactions are based upon and subject to the terms and conditions set out below: -

1. Definitions

1.1 In these conditions the following meanings apply:

1.1.1 "Conditions" the standard terms and conditions of purchase set out in this document.

1.1.2 "Contract" the contract for the sale and purchase of Goods or the supply of Services incorporating these Conditions and any Special Conditions.

1.1.3 "Goods" the goods specified on a Purchase Order.

1.1.4 "Buyer" the company or business segment thereof as named on the Purchase Order.

1.1.5 "Purchase Order" the document setting out the Buyer's requirements for Goods.

1.1.6 "Services" the services to be provided as specified on the Purchase Order including any materials, articles or goods to be supplied in connection therewith.

1.1.7 "Special Conditions" additional terms and conditions that the Buyer may specify in relation to any particular Purchase Order.

1.1.8 "Seller" the Seller or contractor as named on the Purchase Order.

1.1.9 "Writing" means letter, email, cable, facsimile transmission and comparable means of communication.

2. Scope of Conditions

2.1 These Conditions shall operate as a framework under which the Buyer may place orders on the Seller and shall apply to all Contracts for the purchase of the Goods or Services by the Buyer from the Seller to the exclusion of all other express or implied terms and conditions (except those in favour of the Buyer which are not inconsistent with the Conditions) including any terms or conditions which the Seller may purport to apply notwithstanding the same being endorsed upon, delivered with or referred to in any quotation or other document delivered or sent by the Seller to the Buyer.

2.2 A Purchase Order shall constitute an offer by the Buyer to purchase the Goods and / or acquire the Services subject to the Conditions and any Special Conditions.

2.3 Despatch or delivery of the Goods or commencement of the Services by the Seller to the Buyer shall be deemed conclusive evidence of the Seller's acceptance of these Conditions.

2.4 Incoterms 2010 shall apply to Contracts with non-UK resident Sellers.

3. Prevalence of Conditions

3.1 These Conditions and any Special Conditions can only be varied with the written agreement of an authorised representative of the Buyer. No person has the capacity to commit the Buyer to any verbal contract. Such commitments will only be binding on the Buyer when confirmed by a formal Purchase Order.

4. The Price

4.1 The price of the Goods or Services shall be as stated on the Purchase Order and, unless otherwise expressly agreed in writing by the Buyer shall be:

4.1.1 exclusive of any applicable value added tax (which shall be payable by the Buyer subject to receipt of any appropriate VAT invoice); and

4.1.2 a fixed price inclusive of all charges for disposable packing, costs associated with returnable packing and / or containers, carriage, delivery, insurance and all other charges.

4.2 Where off-loading is required, the price shall include the Seller providing any special equipment to ensure delivery to the place directed by the Buyer.

4.3 The price shall include the provision by the Seller of all equipment, materials, consumables and power necessary for the provision of Services unless otherwise specifically agreed in writing by the Buyer.

4.4 The Buyer may set off against the price (including any applicable VAT payable) any amounts due from the Seller whether under the applicable contract of sale or otherwise.

5. Specification

5.1 The Goods shall conform in all respects with the provisions of the Contract and in particular with the specification, drawings, descriptions or samples contained or referred to in the Contract.

5.2 The Goods shall conform in all respects with any Standards specified in the Contract and where no Standard is specified with the relevant British Standards. The Goods shall conform in all respects with the requirement of any legislation current at the date of delivery.

5.3 The Buyer may at any time make changes in Writing relating to this Contract, including changes in the drawings and specifications, method of shipment, quantities, packing or time or place of delivery. If such changes result in an increase in the cost of, or time required for, the performance of the Contract, an equitable adjustment shall be made to the price, delivery date or both. Any claim or adjustment by the Seller must be approved by the Buyer in Writing before the Seller proceeds with such change.

6. Patents, Designs & IPR

6.1 The Seller warrants that the sale or use of Goods supplied pursuant to this Contract will not infringe any Patent, Registered Design, Industrial Design, Design Right, Trade Mark or Trade Name or other protected right in any country and undertakes to indemnify the Buyer against all judgements, decrees, orders, damages, costs and expenses arising from actual or alleged infringements of the same.

6.2 All proprietary rights (including present and future intellectual property rights) in any Materials or inventions prepared or created by the Seller for use, or intended use, in relation to the performance of a Contract are hereby assigned to and shall vest in the Buyer absolutely. To this intent the Seller undertakes to do all such things and execute all such documents as are reasonably necessary to secure the vesting in the Buyer of such proprietary rights.

7. General Quality Requirements and Acceptance of Goods

7.1 The Buyer may by notice in Writing to the Seller reject any Goods or Services that are not in accordance with the Contract and shall not be deemed to have accepted any Goods or Services until

the Buyer has had a reasonable opportunity to inspect them following delivery or performance or, if later, within a reasonable time after any latent defect in the Goods has become apparent. The Buyer may set off against any payment due to the Seller (whether under this Contract or otherwise) the Price of such Goods. Unless within a reasonable time of receipt of notice in Writing of rejection the Seller collects such Goods, the Buyer may dispose of them as the Buyer shall think fit (provided that if the Buyer sells such Goods the Buyer shall account to the Seller for the net proceeds of such sale after deduction of all costs and expenses reasonably incurred in relation thereto).

7.2 All Goods and Services will be verified by the Seller's quality management systems to ensure they comply fully with the specification and requirements of the Purchase Order and any amendments thereto.

7.3 All Goods shall be of satisfactory quality (as that expression is defined in the Sale and Supply of Goods Act 1994 including all aspects of quality as listed in section 14(2) B of the said Act) and reasonably fit for any purpose expressly or implicitly made known to the Seller by the Buyer regardless of whether the Buyer relied on the skill and judgement of the Seller.

7.4 All Services will be carried out with reasonable care and skill and the Seller is deemed to have inspected the relevant premises before tendering so as to have understood the nature and extent of the Services to be carried out and satisfied itself in relation to all matters connected with the Services and premises.

8. Inspection and Right of Access

8.1 Prior to delivery to the Buyer the Seller shall adequately inspect and test the Goods and if the Buyer so requires the Seller shall furnish the Buyer with test certificates and certificates of conformity. 


8.2 The Seller shall allow the Buyer, Customers of Crompton Mouldings Limited, Authorised company representative, or any Regulatory authorities unrestricted access to any area of any premises where the Goods, documented information, or any part pertaining to Crompton Mouldings purchase requirements are being manufactured or stored or where any of the Seller's Goods are being kept in order that the Buyer or its authorised representative may inspect test or inspect tests of the same or verify conformance of Goods with the specification requirements of the Buyer. The Buyer shall give not less than 48 hours’ notice in writing of the visit. 


8.3 The Seller shall afford the Buyer, Customers of Crompton Mouldings Limited, Authorised company representative, or any Regulatory authorities such use of the Seller's equipment and employees as is reasonable in the circumstances in order to facilitate such inspection testing or verification. The Seller shall ensure that the terms of his subcontracts provide for the rights of the Buyer as stated in this clause.


8.4 No inspection or testing by the Buyer pursuant to this Clause shall imply any acceptance of the Goods by the Buyer or in any way relieve the Seller of its obligations and duties under this Contract or otherwise.


8.5 Crompton Mouldings must be notified of any changes in product and / or process, changes of Suppliers, changes of manufacturing facility location and where required obtain organisation approval.

9. Delivery & Rejection

9.1 Unless otherwise notified by the Buyer, delivery of the Goods and performance of the Services shall be affected at the time or times specified by the Buyer in the Purchase Order and at the address of the Buyer specified in the Purchase Order. Time of delivery of the Goods or performance of the Services shall be of the essence of the Contract. If delivery or performance is not made when requested the Buyer shall have the right to cancel the Purchase Order without prejudice to its rights of action for breach of Contract or otherwise.

9.2 If the Goods are to be delivered, or the Services performed, by instalments, the Contract will be treated as a single contract and not severable.

9.3 When delivering the Goods or performing the Services at the Buyer's premises, and at any other time when the Seller is at the Buyer's premises, the Seller, its employees, agents and subcontractors shall comply with all safety and other regulations relating to such premises displayed at the premises or notified to the Seller from time to time.

9.4 All Goods must be accompanied by a delivery note stating the order number, full details of the consignment, date of despatch and the originator (which is always detailed on the first line of the Purchase Order). The Seller shall comply with the packing and marking instructions issued by the Buyer. On delivery, the delivery note must be presented to and signed by the Buyer’s representative or the Buyer’s nominated carrier.

9.5 All Goods must be properly and securely packed. All packing materials shall be supplied at the Seller’s expense unless it is otherwise agreed in writing. All packaging materials are included in the Contract price and shall become the property of the Buyer. If the Buyer does not issue any specific packing instructions, the Seller must ensure that the Goods be properly packed to survive transit to destination and to resist pilferage, distortion, corrosion or contamination.

9.6 The Seller shall supply the Buyer with such programme of manufacture and delivery as the Buyer may reasonably require. The Seller shall give the Buyer notice if such programme is or is likely to be delayed and the Buyer shall have the right to require the Seller to take steps at the Seller’s expense as may be required in order to deliver the Goods by the date for delivery.

9.7 If any of the Goods do not comply strictly with any terms of the Contract, the Buyer may reject them within a reasonable time after delivery and irrespective of whether such Goods have been accepted or paid for.

9.8 The Seller shall forthwith replace any such rejected Goods with Goods which conform to the Contract.

9.9 If the Seller does not replace the rejected Goods forthwith the Buyer shall have the right to purchase elsewhere replacement Goods of the same or similar description and without prejudice to any other rights which the Buyer may have against the Seller to recover from the Seller:

9.9.1 Any payments made in respect of the rejected Goods; and

9.9.2 The difference between the price of the rejected Goods and the price of the replacement Goods.

10. Title and Risk

10.1 Title to and risk in the Goods shall pass to the Buyer upon acceptance of the Goods by the Buyer.

10.2 Where any payment is made in advance by the Buyer the title, but not the risk in the Goods or in any materials purchased or allocated by the Seller for the purpose of this Contract shall immediately vest in the Buyer but not so as to prejudice the Buyer's right to reject the Goods.

10.3 In the event that the Buyer shall make payment for any Goods before they are delivered, the Seller shall keep such Goods separate and apart from all property of other persons and shall clearly mark the Goods being the property of the Buyer as named on the front of the associated Purchase Order. In such circumstances the Buyer is granted irrevocable authority to enter the Seller's premises to take the Goods at any time.

11. Free Issue Materials

11.1 The Seller shall be responsible for and account for the risk, safety, proper use and, if appropriate, maintenance of free issue materials entrusted to it in connection with the Contract. Such materials shall be and remain the property of the Buyer, its customers and / or subcontractors.

11.2 The Seller shall use such materials solely for the purposes of the Contract and all surpluses shall be returned or disposed of only as directed by the Buyer. Waste of free issue materials arising from bad workmanship or loss whilst in the custody of the Seller shall be made good at the Seller's expense.

12 Payment

12.1 Invoices shall be raised after the Goods have been supplied or after the Services have been completed and shall be sent to the address shown on the Purchase Order, unless otherwise stated. Invoices shall be paid by the Buyer a minimum of sixty (60) days from the end of the month following that in which the Goods or Services have been received.

12.2 The Buyer shall be entitled to set off against sums due to the Seller all and any sums due from the Seller to the Buyer.

12.3 At the end of each month the Seller shall provide the Buyer with a statement of account embodying all invoices for Goods supplied during the month.

13 Non-Conforming Product

13.1 The organisation must be notified of any nonconforming product and obtain organisation approval for its disposition.

13.2 All goods are subject to the Company’s approval, and the Company reserves the right to reject any goods which are found to be faulty or not to its approved standard. The Supplier will be notified of such rejection, and the goods will thereafter be the Suppliers risk and responsibility.

13.3 The Supplier shall plan, implement, and control processes for the prevention of counterfeit or suspect counterfeit part use and their inclusion in product(s) delivered to Crompton Mouldings Limited.

13.2 Should the Supplier become aware of any potential non-conforming product / material which may have been supplied to Crompton Mouldings Limited, it is the Supplier’s responsibility to inform the Company of such detail as soon as possible.

14 Post Acceptance Defects

14.1 Without prejudice to any other rights of the Buyer, if within twelve (12) months of putting the Goods into service or using the Services supplied, or within thirty (30) months of delivery of the Goods or completion of the Services, whichever is the longer, there shall appear in the Goods or Services any defect which has arisen under proper use from faulty materials, workmanship or design by the Seller or the Goods or Services shall be found to be other than in accordance with the Contract, the Buyer shall, notwithstanding that the Buyer may have accepted the Goods or Services, be entitled to require the Seller forthwith to replace the Goods or re-perform the Services which are defective, or at the Buyer's sole option, to carry out repairs and / or modifications to the defective Goods or Services so that they cease to be defective.

14.2 In all of the above cases, the Seller shall bear the full expense of return, redelivery and installation of the replacement Goods or re-performance of the Services and shall fully indemnify the Buyer in the terms of clause 15 hereof. Any replacement goods or re-performed services shall become the Goods or Services for the purposes of the Contract. Any Goods so replaced or repaired shall be subject to the same obligations for a further defects liability period of twelve (12) months from their re-delivery after repair or replacement.

14.3 Should the Seller fail to replace, repair or modify the Goods or install Goods or re-perform the Services as aforesaid the Buyer shall have the right without prejudice to any other rights of the Buyer, at the Seller's expense, to purchase such replacement Goods and Services elsewhere.

14.4 The Seller shall further be liable to the Buyer for all direct damages sustained by the Buyer arising out of said defects in the Goods up to the limit of liability stated in the Purchase Order or if no such limit is stated, the Contract price.

15 Buyers Drawings, Tools etc.

15.1 Any specifications, instructions, plans, drawings, tools, models, patterns, samples, designs or other materials (collectively the "Materials") supplied by the Buyer to the Seller in connection with any Purchase Order shall remain the Buyer's property and (together with all copies of the same made by or for the Seller) shall be clearly marked by the Seller as being the Buyer's property. If so requested by the Buyer, the Seller shall return the Materials immediately after completion of the Purchase Order or termination of the Contract.

15.2 All Materials, gauges, dies, jigs, moulds and any other equipment or articles paid for by the Buyer shall be the Buyer's property and shall be maintained in good condition by the Seller at the Seller's expense and shall at its own cost insure them against all risks for their full replacement value. The said Materials, gauges, dies, jigs, moulds and other equipment or articles paid for by the Buyer shall be used exclusively for performance of the Contract.

15.3 The Seller shall, at its own expense, replace any Materials or other equipment or articles referred to in clause 14 if damaged, lost or destroyed whilst in the Seller's possession or control, irrespective of cause.

15.4 All Materials and any other information derived therefrom or supplied by the Buyer shall be regarded by the Seller as secret and confidential, and shall not be published or disclosed to any third party or made use of by the Seller except for the purpose of performing the Contract.

16 Guarantee and Indemnity

16.1 Without prejudice to the Buyer's rights under any condition warranty or other term implied by statute or by Common Law or under any term of the Contract, the Seller will be liable to the Buyer for and indemnify and keep the Buyer indemnified against all claims, liabilities, loss or damage on a full indemnity basis;

16.1.1 caused by any defect in any Goods supplied by the Seller or by their not complying with the appropriate specification pursuant to the Purchase Order.

16.1.2 in the event of delays, defaults or non-deliveries arising other than as a result of negligence on the part of the Buyer, against any increase in: -

16.1.2.1 the cost of labour or material required to produce the Goods

16.1.2.2 the cost of transportation

16.1.2.3 the cost of any other item in connection with the Goods which would not have been incurred but for such delay, default or non-delivery

16.1.2.4 the costs and losses of profit incurred by the Buyer under contracts entered into by the Buyer the performance of which has been delayed or resulted in a claim or claims made on the Buyer by a customer of the Buyer or rendered Impossible by the Seller's breach of its obligations hereunder.

16.1.3

the costs arising directly or indirectly out of any breach by the Seller of this Contract. Any sums expended by the Buyer so caused or arising shall be reimbursed to the Buyer by the Seller on demand.

16.2 In connection with any liability claim proceeding loss or damage under this Clause the Seller must provide all such facilities assistance or advice as requested by the Buyer for the purpose of contesting the same and further must, if so requested by the Buyer, accept as final and binding the decision of any Court (whether in the United Kingdom or anywhere else in the world) in relation to the same.

16.3 The Seller consents to the Buyer transferring any guarantee or similar rights given by the Seller to the Buyer in relation to the Goods supplied to any other person or company to whom the Buyer sells hires or disposes of such Goods to the intent that such guarantee or similar right may be enforced against the Seller not only by the Buyer but also by any person or company claiming through the Buyer.

16.4 The Seller shall maintain adequate insurance in relation to any possible claim for public / product liability damages. This figure is to a maximum of £5m in any one instance.

17 Warranties and Liabilities

17.1 All representations, statements or warranties made or given by the Seller, its servants and agents whether orally in writing or in any of the Seller's brochures, catalogues and advertisements regarding the quality and fitness for purpose of the Goods or any of the Goods shall be deemed to be express conditions of the contract of sale.

17.2 The Seller shall ensure that all the Goods shall be manufactured, stored, tested and packed in accordance with all British Standards applicable to them and that all the Goods are of satisfactory quality and

comply with specification.

17.3 The Seller shall permit the Buyer to inspect and test the Goods during their manufacture and processing.

17.4 If the Buyer is not reasonably satisfied that the Goods or their manufacture or processing comply in all material respects with the contract, the Seller without extra cost to the Buyer shall take all steps necessary to ensure due compliance.

17.5 Where any specifications or designs of the Goods or any of the Goods have been provided by the Buyer the copyright, design right or other intellectual property in them shall remain the property of the Buyer.

18 Care and Return of Buyer’s Property

18.1 All patterns, dyes, moulds and other tooling supplied by the Buyer to the Seller or prepared or obtained by the Seller for and at the cost of the Buyer shall be the property of the Buyer and shall be labelled / identified accordingly.

18.2 The Seller shall maintain all such items in good order and condition (fair wear and tear expected).

18.3 The Seller shall at its own cost return all such items to the Buyer upon demand in good order and condition.

18.4 Should the Seller fail to return the items, the Buyer may (without prejudice to any other rights it may have) withhold payment of monies due to the Seller to the value of the items until return of the items.

18.5 The Seller shall not use such items nor shall it permit any other person to use such items for or in connection with any purpose other than pursuant to this Contract unless authorised in Writing by the Buyer.

19 Cancellation and Right to Terminate

19.1 If the Seller becomes insolvent or (if an individual) becomes the subject of bankruptcy proceedings or makes any arrangement with its creditors or becomes subject to an administration order or has a receiver appointed over any of its assets or property or winding up proceedings are issued against it (other than voluntarily for amalgamation or reconstruction) or an encumbrance takes possession of any of its assets or property of the Seller ceases or threatens to cease to carry on business or if the Buyer reasonably believes any of the above is about to happen then the Buyer may, without prejudice to any other rights it may have thereunder, terminate the Contract forthwith by written notice to the Seller or any other person in whom the Seller's affairs have become vested.

19.2 In addition to other rights within these Conditions, the Buyer may cancel the Purchase Order whether in whole or in part by written notice to the Seller at any time. In such cases the Buyer's sole liability to the Seller shall be to pay the relevant part of the Contract price to the Seller for all elements of the Goods supplied and Services performed as at the date of the notice to cancel together with the reasonable costs of the Seller in terminating its commitments properly and reasonably undertaken to third parties as at the date of the notice to cancel.

19.3 No payments will be due or made hereunder by the Buyer unless and until a properly documented and complete claim is submitted by the Seller and agreed by the Buyer.

19.4 The Buyer shall be entitled to terminate this Contract without liability and without prejudice to the Buyer’s other rights in any of the following circumstances: -

19.4.1 the Seller fails to deliver the Goods on the Delivery Date time being of the essence;

19.4.2 the Seller in the sole opinion of the Buyer comes under the ownership or control of a competitor of the Buyer;

19.4.3 any breach of the Seller of a term of the Conditions of the Contract.

20 Force Majeure

20.1 The Seller must use its best endeavours to carry out and complete the Contract in line with the Purchase Order requirements but the Seller shall be relieved of its obligations while it is unable to carry out or complete the Contract because of any act of God, war, riot, fire or flood. At the cessation of these events, the Seller will resume its obligations unless the Buyer has elected to treat the Contract as terminated.

20.2 If the Seller is to invoke this clause it must advise the Buyer by notice in writing within 14 days of the start of any of the above events. On receiving such notice, the Buyer shall have the right to cancel the Contract without liability to the Seller.

21 Sub-Contracting and Assignments

21.1 A Purchase Order or any part thereof shall not be subcontracted or assigned without the prior written consent of the Buyer. The Seller is responsible for its subcontractors in all respects. The consent of the Buyer shall not however, be required for the subcontracting of materials or minor items or for any item for which the subcontractor is named in the Contract.

21.2 The Seller shall be responsible for all work done and Goods supplied by subcontractors as if the

work had been done or the Goods supplied by itself.

21.3 Without prejudice to the generality of the foregoing the Seller is hereby notified that the Goods supplied will be used by the Buyer in the manufacture of Goods for third parties. The terms of the contract between the Buyer and a third party often provide for the payment of liquidated sums in respect of warranty claims. The Seller shall indemnify the Buyer in respect of all such claims where the Buyer in its absolute discretion rules that the claim arises wholly or partly from the supply or failure to supply or late delivery of Goods by the Seller or the supply of defective Goods by the Seller.

22 Hazardous Goods

22.1 Any Goods and / or materials supplied under a Contract that are hazardous shall be marked with the appropriate international danger symbols and the name of the Goods or materials shall be in English. In addition, the Seller shall provide advice and precautionary leaflets (in English) in respect of any such Goods and/or materials where appropriate and shall observe all United Kingdom legislation and international agreements relating to the packing, labelling and carriage of hazardous goods.

22.2 To enable the Buyer to comply with his/her obligations under any Health and Safety and Environmental legislation, the Seller shall provide the Buyer with all relevant information about the use of any Goods supplied by the Seller to ensure such Goods will be safe to the end user and the environment when properly handled, stored, transported and used.

23 Confidentiality & Advertising

23.1 The Seller shall hold confidential all information, details, specifications, drawings and any other matter relating to the Goods to be supplied in any way whatsoever and shall not disclose the same or any of the same to any other person except such of his employees and permitting subcontractors and suppliers as may be necessary for the performance of his obligations under his contract. All documents and drawings containing such information and any copies thereof shall upon completion of the Contract or its termination for any reason, be returned to the Buyer.

23.2 The Seller will not without first obtaining the written consent of the Buyer in any way whatsoever advertise or publish the fact that the Seller has contracted to supply to the Buyer the Goods herein mentioned.

24 Health and Safety and Quality Assurance

24.1 Any Goods supplied or installed under this Contract shall be so formulated, designed ,constructed, finished and packaged as to be safe and without risk to health and all Goods will be supplied with full instructions for their proper use, maintenance and repair and with any necessary warning notices clearly displayed.

24.2 The Seller agrees before delivery to furnish the Buyer in Writing with a list by name and description of any harmful or potentially harmful properties or ingredients in the Goods supplied whether in use or otherwise and thereafter information concerning any changes in such properties or ingredients. The Buyer will rely on the supply of such information from the Seller in order to satisfy its own obligations under all applicable health and safety legislation.

24.3 In respect of all Goods supplied the Seller will maintain and observe quality control and Seller quality assurance standards in accordance with the requirements of the Buyer, its customers, relevant British Standards, statute and regulatory bodies.

24.4 The Seller will maintain detailed quality control and manufacturing records for the period of at least 7 years from the date of supply of the Goods or in line with customer specific quality requirements, whichever is the greater.

24.5 It is the responsibility of the Seller to acquaint itself with the purposes for which the Goods are to be used and shall be deemed to have such knowledge when supplying the Goods.

25 Personnel

Crompton Mouldings Limited have the expectation that the Supplier shall ensure that persons doing work under the Supplier’s control are aware of; their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.

26 General

26.1 Failure or waiver to enforce any of these Conditions will not be construed as a waiver of the Buyer's rights.

26.2 Where the Seller is aware expressly or by implication that the Goods are required to enable the Buyer to fulfil a contract with a specific customer this Contract will be deemed to be made subject to the contract conditions between the Buyer and his customer, relevant sections of which are available on request.

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

26.4 All notices required under a Contract shall be in Writing and delivered either in person or by a means evidenced by delivery receipt to the address specified on the Purchase Order. Such notices will be effective upon receipt.

26.5 Any waiver of the provisions of a Contract, or a delay by either party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver, nor create an expectation of non-enforcement, of that or any other provision or right.

26.6 The Headings to conditions shall not affect their interpretation.

27 Proper Law

27.1 All Contracts shall be construed and take effect in accordance with the laws of England and all correspondence and communication concerning this Contract shall be in English, the parties hereby submit to the exclusive jurisdiction of the English Courts for the determination of any disputes arising under a Contract or these Conditions.

28 Arbitration

28.1 If any dispute or difference shall arise between the parties in connection with or arising out of “the Contract” which cannot be settled amicably, then either party shall give to the other 30 day’s written notice to such effect and such dispute or difference shall be referred to a single arbitrator agreed between the parties within 30 days after the date of the said written notice, or in default of agreement, as may be nominated by the president for the time being of the Chartered Institute of Arbitrators.