2. License to use website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You must not:
- republish material from this website (including republication on another website);
- sell, rent or sub-license material from the website;
- show any material from the website in public;
- reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
- edit or otherwise modify any material on the website;
- redistribute material from this website [except for content specifically and expressly made available for redistribution (such as our newsletter)].
- Where content is specifically made available for redistribution, it may only be redistributed within your organisation
3. Acceptable use
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
You must not use our website to transmit or send unsolicited commercial communications.
You must not use our website for any purposes related to marketing without our express written consent.
4. Restricted access
Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.
If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential.
We may disable your user ID and password in our sole discretion without notice or explanation.
5. User generated content
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.
Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
6. Limited Warranties
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
7. Limitations of liability
- to the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature;
- we will not be liable for any consequential, indirect or special loss or damage;
- we will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information;
- we will not be liable for any loss or damage arising out of any event or events beyond our reasonable control;
13. Exclusion of third party rights
14. Entire agreement
15. Law and jurisdiction
16. Registrations and authorisations
We are registered with PIFA. which can be found at www.pifa.co.uk
Our VAT number is 655613430
17. Our Details
The full name of our company is Eurofilms Extrusion LTD
We are registered in England & Wales under registration number 3038727
Our registered address is Hortonpark Industrial Estate, Hortonwood 7, Telford. Shropshire. UK. .
You can contact us by email to firstname.lastname@example.org
Conditions of Sale Terms
The buyer’s attention is in particular drawn to the provisions of condition 12.3.
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: The person, firm or company who purchases the Goods from the Company.
Company: Eurofilms Extrusion Limited whose registered address is 6 Ridge House, Ridge House Drive, Stoke-on–Trent, ST1 5TL.
Collection Point: the place where collection of Goods is to take place under condition 4.
Contract: Any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re–
enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions
(including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order,
specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other
document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no
effect unless expressly agreed in writing and signed by a director of the Company. The Buyer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall
exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods
subject to these conditions.
2.5 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 Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company communicates its acknowledgement of an
order to the Buyer by email or otherwise. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not
previously withdrawn it.
2.8 Acceptance by the Buyer of delivery of the Goods shall (without prejudice to condition 2.5) be deemed to constitute unqualified acceptance
of these conditions.
3.1 The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order. Where orders or
quotes are given based on weight of goods, the weight specified shall be deemed to be inclusive of the weight of any core unless stated
3.2 All samples, drawings, descriptive matter, specifications and advertising issued 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 Goods
described in them. They shall not form part of the Contract and this is not a sale by sample.
4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Buyer’s place of business, and collection shall
take place from the Company’s place of business.
4.2 The Buyer shall take delivery of, or collect, the Goods within 14 days of the Company giving it notice that the Goods are ready for delivery/
4.3 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the
essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.4 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three
of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs,
damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods nor shall any delay entitle the Buyer to
terminate or rescind the Contract unless such delay exceeds 180 days.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver
the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, or the Buyer fails to
collect the Goods:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including,
without limitation, storage and insurance and delivery).
4.6 The Buyer shall provide at its own expense, adequate and appropriate equipment and manual labour for loading or unloading the Goods at the
Delivery Point or Collection Point.
4.7 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the
provisions of the Contract.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the
Buyer to repudiate or cancel any other Contract or instalment.
5. VARIATIONS IN QUANTITY
5.1 The Buyer shall not be entitled to reject the Goods and the Seller shall be deemed to have fulfilled its contractual obligations in full in respect
of any delivery of Goods if the quantity of the Goods delivered by the Company exceeds or is less than the quantity specified within the Contract
provided that it falls within the limits set out below:
Width: +/– 5%; Thickness: +/–10%; Weight: +/–10%
6.1 The quantity of any consignment of Goods as recorded by the Company on 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.
6.2 The Company shall not be liable for any non–delivery of Goods unless the Buyer gives written notice to the Company of the non–delivery
within 7 days of the date when the Goods would in the ordinary course of events have been received.
6.3 Any liability of the Company for non–delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit
note at the pro rata Contract rate against any invoice raised for such Goods.
7.1 The Goods are at the risk of the Buyer from the time of delivery.
7.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
7.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee, free from any encumbrance, charge or lien;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they
remain readily identifiable as the Company’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods 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
together with evidence of payment of the premium.
7.4 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
(b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making
such a sale.
7.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) 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
(b) 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 or perform any of his/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
(c) the Buyer encumbers or in any way charges any of the Goods.
7.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from
7.7 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or
may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.8 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has
terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were
invoiced to the Buyer.
7.9 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 7 shall remain in
8.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price communicated to the Buyer prior to delivery.
8.2 The price for the Goods shall be exclusive of any value added tax which the Buyer shall pay in addition when it is due to pay for the Goods.
8.3 Unless otherwise specified, all prices include packaging, delivery and transport costs. Where Goods purchased by the Buyer are due for
collection and the Buyer subsequently notifies the Seller that delivery is required, the Seller shall be entitled to charge, and the Buyer obliged
to pay, all costs relating to such delivery.
9.1 Subject to condition 9.4, payment of the price for the Goods is due within 30 days of the end of the month in which the invoice is dated.
9.2 Time for payment shall be of the essence.
9.3 No payment shall be deemed to have been received until the Company has received cleared funds.
9.4 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
9.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set–off, counterclaim, discount,
abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to
9.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such
sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Bank of England, accruing on a
daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late
Payment of Commercial Debts (Interest) Act 1998.
10.1 The Company warrants that (subject to the other provisions of these conditions) on delivery the Goods shall:
(a) be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
(b) be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that
purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the
skill and judgement of the Company.
10.2 The Seller warrants neither the quality nor the fitness for purpose of any scrap film sold to the Buyer. In respect of sales of regenerated
materials, the Seller warrants only that the materials shall comply with the Sellers specification.
10.3 The Company shall not be liable for a breach of any of the warranties in condition 10.1 unless:
(a) 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 3 days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer
(if asked to do so by the Company) returns such Goods to the Company’s place of business at the for the examination to take place there.
10.4 The Company shall not be liable for a breach of either of the warranties in condition 10.1 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) 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 Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
10.5 Subject to conditions 5, 10.2 and 10.4, if any of the Goods do not conform with any of the warranties in condition 10.1 the Company shall
at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that
the Buyer gives notice of the relevant defects: a) in the case of a defect that is apparent on normal visual inspection, within 3 months of
delivery; and b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent. If the Buyer has not given
notice of any defects in the Goods within the relevant time period, it shall be deemed to have accepted the goods. If the Company so
requests, the Buyer shall, at his own expense, return the Goods or the part of such Goods which is defective to the Company.
10.6 If the Company complies with condition 10.5 it shall have no further liability for a breach of any of the warranties in condition 10.1 in respect
of such Goods.
10.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
10.8 These conditions shall apply to any repaired or replacement Goods supplied by the Company.
11. EXPORT TERMS
11.1 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of
destination and for the payment of any duties upon them.
12. LIMITATION OF LIABILITY
12.1 Subject to condition 4, condition 5 and condition 10, 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:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the
12.2 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.3 Subject to condition 12.2:
(a) 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 the Contract shall be
limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect
or consequential, or which arise out of or in connection with the Contract.
13.1 The Company may assign the Contract or any part of it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
14. FORCE MAJEURE
14.1 The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the
Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the
reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of
terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock–outs, strikes or other labour disputes (whether or not relating
to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable
materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice
in writing to the Company to terminate the Contract.
15.1 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.
15.2 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.
15.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of
its rights under the Contract.
15.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver
of any subsequent breach or default and shall in no way affect the other terms of the Contract.
15.5 Except as set out in these conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be
effective unless it is in writing and signed by the Company.
15.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person that is not a party to it.
15.7 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 the law of England and Wales, and the parties submit to the
exclusive jurisdiction of the courts of England and Wales.
16.1 If this agreement is translated, the English language text shall prevail.
16.2 Any other document provided in connection with this agreement shall be in English, or there shall be a properly prepared translation into
English and the English translation shall prevail in the case of any conflict between them.
17.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or
sent by fax to the respective party to the address or fax number stated as relating to that party within the Contract.
17.2 Communications shall be deemed to have been received:
(a) if sent by pre–paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the
day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.