1. Definitions

“Seller” means Synergy Plastics Limited
“Purchaser” means the person named in the invoice overleaf as the Purchaser
“Goods” means the items to be purchased in the invoice overleaf from the Seller by the Buyer.

2.

a) These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms and conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document.
b) All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
c) Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
d) Any variation to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

3. Price

a) The price shall be the Sellers quoted price or the price set overleaf.
b) The price is exclusive of VAT which shall be due at the rate ruling on the date of the Sellers invoice.
c) Payment of the price and VAT shall be due within 30 days of the date of the invoice. Time for payment shall be of the essence. No tooling shall be released from Synergy’s premises until full payment is received for all outstanding monies.
d) Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 4% above Barclays Bank Plc’s base rate from time to time enforced and shall accrue at such rate as well as after as well as before any Judgement..

4. Description

a) The Goods shall be manufactured and supplied in accordance with the description contained in the Seller’s specification and manufactured in accordance with all applicable British Standards which relates specifically to the Goods.
b) The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.

5. Selling by Sample

a) The bulk of the Goods will correspond with the sample and quality provided that the Seller shall have no liability to the Buyer unless more than 5% of the Goods do not so correspond.
b) The Buyer shall be deemed to have had a reasonable opportunity of comparing the bulk of any consignment of Goods with the sample after 2 days from delivery have expired.
c) Upon the Buyer having been deemed to have had a reasonable opportunity to compare the bulk of any consignment with the sample the Buyer would also be deemed to have notice of any defect rendering the Goods not in accordance with the contract and to have accepted all the Goods so delivered.
d) The Buyer shall inspect the Goods on delivery and shall within 2 days of delivery notify the Seller of any alleged defects, shortage, any quantity damage or failure to comply with the description or sample.
e) The Buyer shall then afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them.
f) If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the Buyer shall be deemed to have accepted the Goods.
g) The Buyer shall notify the Seller of any non delivery of a whole consignment of Goods within 7 days of the date of dispatch (as stated on the invoice). Notwithstanding the receipt by the Seller of any such notice, a clear signature on a carriers delivery advice sheet shall be deemed to signify receipt of the quantity or Goods indicated on the advice sheet.
h) If the Goods are not in accordance with the contract for any reason the Buyers sole remedy shall be limited to the Seller making good any shortage by replacing
such Goods or if the Seller shall elect, by refunding a proportion or part of the price.
i) The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out a breach by the Seller of this Contract.
j) In the event of any breach of this Contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability to Seller exceed the price of the Goods.
k) All warranties and conditions whether implied by statute or otherwise as excluded from this Contract, provided that nothing in this Contract shall restrict of exclude liability of a death or personal injury caused by the negligence of the Seller or affect the statutory rights of a Buyer dealing as Consumer.

6. Retention of Title

a) In spite of delivery having been made, property in the Goods shall not pass from the Seller until:-
i) The Buyer shall have paid the price plus VAT in full and,
ii) No other sums whatever shall be due from the Buyer to the Seller.
b) Until property of the Goods passes to the Buyer in accordance with Clause 1 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller.
c) Notwithstanding the Goods (or any of them) remain the property of the Seller, the Buyer may sell or use the Goods in the ordinary course of the Buyers business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Sellers property by the Buyer on the Sellers behalf and the Buyer shall deal as principal when making such sales or dealings.
d) Until property and the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as the Sellers money.
e) The Sellers shall be entitled to recover the price (plus VAT) notwithstanding the property and any of the Goods has not passed from the Seller.
f) Until such time as the property in the Goods passes from the Seller the Buyer shall, upon request, deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter
upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such requests the rights of the Buyer under Clause 3 shall cease.
g) The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the rights of the Seller if the buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
h) The Buyer shall ensure and keep insured the Goods to the full price against all risks to the reasonable satisfaction of the Seller until the date the property in the Goods passes from the Seller and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7. Delivery

a) Delivery of the Goods shall be made to the Buyers address on the delivery date. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tended for delivery. Alternatively, if the Buyer collects the goods from the Seller’s premises the Buyer shall accept delivery and responsibility for the goods immediately and the Seller shall have no liability for goods damaged in transit.
b) The Goods shall be at the Buyers risk as from delivery, or if collected by the Buyer from the Seller’s premises from the point of collection .
c) The Sellers shall not be liable for any loss or damage whatever due to failure by the Seller to delivery the Goods (or any of them) promptly or at all, notwithstanding the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that they shall be tendered at any time within 3 months of the delivery date.
d) Neither party shall be liable for any default due to any act of God, war, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
e) This Contract is subject to the law of England and Wales.
f) All disputes arising out this Contract shall

8. Assignment

The Seller may license or sub contract all or any part of its rights and obligations under this Contract without the Buyers consent.

9. Insolvency

a) If the Buyer fails to make payment for the Goods in accordance with this Contract of Sale or commits any other breach of this Contract of Sale or if any distress or execution shall be levied upon any of the Buyers goods or if the Buyer offers to make any arrangement with its creditors or if any Petition in Bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a Limited Company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, an administrative receiver or manager shall be appointed over the whole or any part of the Buyers business or assets or if any petition for the appointment of an administrator is presented against the Buyer or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become payable immediately.
a) The Seller may in his absolute discretion and without prejudice to any other rights which it may have:-
b) Suspend all future deliveries of Goods to the Buyer and/or terminate the Contract without liability upon its part and/or exercise any of its rights pursuant to Clause 6.

10. Cancellation

The Seller may cancel his contract at any time before the Goods are delivered by giving written notice. On giving such notice the Sellers are promptly repay to the Buyer any sums paid in respect of the price. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

11. Intellectual Property

The specification and design of the Goods (including the copyright, design right, or other intellectual property in them) shall, as between the parties, be the property of the Buyer. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or