Antalis - Terms and Conditions

Antalis Ltd

Terms and Conditions for Sale of Goods

1	Definition and Interpretation
1.1	In these conditions the following words have the followig meanings: “Antalis” means Antalis Limited (Registered No: 1088345) whose registered office is at Gateway House, Interlink Way West, Coalville, Leicestershire LE67 1LE; “Contract” means any contract between Antalis and the Customer for the sale of Goods, incorporating these Conditions; “Customer” means the person(s), firm or company who purchases the Goods from Antalis; “Goods” means any goods agreed in the Contract to be supplied to the Customer by Antalis (including any part or parts of them, and including without limitation Mill-Sourced Goods); “Intellectual Property Rights” means any patent, copyright, database right, moral right, design right, registered design trade mark, service mark, domain name, know-how, utility model, unregistered design or where relevant any application or any such right or other industrial or intellectual property right subsisting in any part of the world); and “Mill-Sourced Goods” means Goods procured specifically by Antalis to comply with the Customer’s specification.
1.2	In these Conditions references to a gender include every gender, reference to persons include an individual, company, corporation, firm or partnership and reference to the singular include the plural and vice versa as the context admits or requires. Headings are for ease of reference only and shall not affect the construction of these Conditions.
2	Basis of Contract
2.1	Each order for Goods by the Customer from Antalis shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.
2.2	No order placed by the Customer shall be deemed to be accepted by Antalis until a written acknowledgement of order is issued by Antalis or (if earlier) Antalis orders all or part of the Goods from a supplier of the Goods, appropriates any Goods to the Customer’s order or despatches the Goods to the Customer.
2.3	Any order shall be accepted or rejected entirely at the discretion of Antalis. Each Contract shall be subject to Antalis being satisfied as to the Customer’s credit status both prior to and during the period of the Contract. If Antalis becomes dissatisfied with the Customer’s credit status Antalis may suspend performance of the Contract until the Customer satisfies Antalis as to the Customer’s creditworthiness or gives Antalis such security as Antalis shall deem appropriate for the price.
2.4	The Contract sets out the entire agreement and understanding between the Customer and Antalis in connection with the sale of the Goods and shall supersede and replace both: (a) all documentation previously issued by Antalis purporting to set out its terms and conditions of sale of the Goods, and (b) all other terms and conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document whatsoever and whenever
2.5	Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and executed by Antalis.
2.6	Antalis reserves the right without liability to the Customer to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or which do not materially affect the quality or performance of the Goods.
2.7	It is the Customer’s obligation to ensure that the terms of its order and any applicable specification are complete and accurate.
2.8	Any quotation or estimate made by Antalis is given subject to these Conditions. Without prejudice to Antalis’ right not to accept an order, quotations will be valid for 14 days from date of issue.
2.9	The Customer can only cancel an order (or any part of an order) that Antalis has already accepted, with Antalis’ prior agreement in writing and provided that the Customer indemnifies Antalis in full in terms established by Antalis. Antalis is not bound to agree to any such cancellation and may complete such order even if the Customer purports to cancel it.
3	Description of the Goods
3.1	The quantity, quality, description of and any specification for the Goods shall be set out in Antalis’ acknowledgement of order or, in its absence, Antalis’ quotation or Antalis’ catalogue.
3.2	All drawings, descriptive matter, specifications and advertising issued by Antalis and any descriptions, details or illustrations contained in Antalis’ catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and they will not form part of the Contract unless otherwise agreed in writing
3.3	Antalis’ employees or agents are not authorised to make any representations concerning the Goods which are not made in any visual or written sales literature issued by Antalis unless confirmed by Antalis in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations that are not so confirmed.
3.4	Any advice or recommendation given by Antalis or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by Antalis is followed or acted upon entirely at the Customer’s own risk.
4	Delivery and Acceptance of Goods
4.1	Unless otherwise agreed in writing by Antalis delivery of the Goods shall take place at Antalis’ place of business in normal business hours and the Customer shall take delivery of the Goods within 7 days after Antalis giving the Customer notice that the Goods are ready for delivery.
4.2	If Antalis expressly agrees, delivery of the Goods shall be at the Customer’s premises (in the mainland UK) and delivery shall take place at the Customer’s premises. In respect of Mill-Sourced Goods then unless otherwise stated delivery shall be at the Customer’s premises (in the mainland UK). The Customer shall liaise with the relevant mill to notify the mill of the premises for delivery and all other relevant delivery information.
4.3	Unless otherwise agreed, the Customer will provide at its expense at the place of delivery adequate and appropriate equipment and manual labour for loading and unloading the Goods.
4.4	Any dates specified by Antalis or any third party for delivery of the Goods are intended to be an estimate only and time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time. Antalis reserves the right to suspend delivery of an order until the amount of money the Customer owes Antalis in aggregate and including under this Order is below the credit limit Antalis sets for the Customer from time to time.
4.5	If for any reason the Customer does not accept delivery of any of the Goods when they are ready for delivery, or Antalis or any third party is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations then the Goods will be deemed to have been delivered, risk passing to the Customer (including for loss or damage caused by Antalis’ negligence) and Antalis may: (a) store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation a redelivery charge, and charges for storage and insurance); or (b) sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Customer for any shortfall below the Contract price.
4.6	If Antalis delivers to the Customer a quantity of Mill-Sourced Goods of up to 10% more or less than the quantity ordered by the Customer, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for the Goods delivered at the pro rata Contract rate.
4.7	Antalis shall be entitled at its discretion to make delivery of the Goods by instalments and to invoice the Customer for each instalment individually. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Antalis to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated or to refuse to accept subsequent instalments.
4.8	The quantity of any consignment of Goods as recorded by Antalis upon despatch from Antalis’ place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
4.9	The Customer will be deemed to have accepted the Goods as being in accordance with the Contract unless: (a)  within 7 days of the date of delivery of the Goods, the Customer notifies Antalis in writing of any defect or other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within 7 days); or (b)  the Customer notifies Antalis in writing of any defect or other failure of the Goods to conform with the Contract within a reasonable time where the defect or failure would not be so apparent within 7 days of the date of delivery, failing which the Customer shall not be entitled to reject the Goods and Antalis shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
4.10	Antalis will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Antalis’ negligence), nor will any delay entitle the Customer to terminate or rescind the Contract.
4.11	Antalis shall only be liable for any non-delivery of Goods (even if caused by the Antalis’ negligence) if the Customer gives written notice to Antalis within 7 days of the date when the Goods would, in the ordinary course of events, have been delivered.
4.12	If the Customer gives notice to Antalis in accordance with Condition 4.11, the liability of Antalis 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.
5	Passing of Risk and Legal Title
5.1	The Goods shall be at the risk of the Customer from the time of delivery.
5.2	Full legal, beneficial and equitable title to and property in the Goods shall remain vested in Antalis (even though they have been delivered and risk has passed to the Customer) until: (a)  payment in full, in cash or cleared funds, for all the Goods has been received by Antalis; and (b)  all other money payable by the Customer to Antalis on any other account or under the Contract or any other contract has been received by Antalis.
5.3	Until full legal, beneficial and equitable title to and property in the Goods passes to the Customer: (a)  the Customer shall hold the Goods on a fiduciary basis as Antalis’ bailee; (b)  the Customer shall store the Goods at its premises in a proper manner in conditions which adequately protect and preserve the Goods and shall insure them, without any charge to Antalis, and not tamper with any identification upon the Goods or their packaging and shall ensure that they are stored separately from any other goods (whether or not supplied by Antalis) and are clearly identifiable as belonging to Antalis and Antalis shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving the Customer reasonable notice of its intention to do so; (c)  Antalis may at any time, on demand and without prior notice, require the Customer to deliver the Goods up to Antalis and Antalis may repossess and resell the Goods if any of the events specified in Condition12 occurs or if any sum due to Antalis from the Customer under the Contract or on any other account or under any other contract is not paid when due; (d)   for the purposes of this Condition 5 Antalis, its employees, agents and sub-contractors will be entitled to free and unrestricted access to any premises owned, occupied or controlled by the Customer and/or any other location where any of the Goods are situated at any time without prior notice; (e)  Antalis shall be entitled to maintain an action against the Customer for the price of the Goods notwithstanding that legal, equitable and beneficial title to and property in the Goods has not passed to the Customer; and (f)  Antalis hereby authorises the Customer to use and/or sell the Goods in the normal course of the Customer’s business and to pass good title in the Goods to its customers, if they are purchasers in good faith without notice of Antalis’ rights. This right shall automatically cease on the occurrence of any event set out in Condition12 and/or if any sum owed to Antalis by the Customer is not paid when due. If the Customer sells the Goods prior to paying the full price thereof the Customer shall hold the proceeds of sale on trust for Antalis and shall immediately pay the proceeds of the sale into a separate bank account. At Antalis’ request, the Customer shall assign to Antalis all claims that the Customer may have against purchasers of the Goods from the Customer.
5.4	Antalis’ rights and remedies set out in this Condition 5 are in addition to and shall not in any way prejudice, limit or restrict any of Antalis’ other rights or remedies under the Contract or in law or equity.
6	Contract Price
6.1	Unless otherwise agreed by Antalis in writing the price for Goods shall be the price set out in Antalis’ price list published on the date of delivery or deemed delivery of the Goods. If the total price of the Goods is less than a figure determined from time to time by Antalis, then Antalis reserve the right to charge a surcharge (the level of which Antalis will determine from time to time).
6.2	Unless otherwise agreed in writing the price for the Goods shall be inclusive of UK mainland delivery charges but exclusive of any value added tax or other similar taxes or levies and all costs or charges in relation to packaging, labelling, loading, unloading, carriage, freight, congestion and road toll charges and insurance all of which amounts the Customer will pay, where appropriate, in addition when it is due to pay for the Goods.
7	Payment Terms
7.1	Payment of the price for the Goods is due 30 days after the end of the month of the invoice for such Goods. Time for payment shall be of the essence.
7.2	No payment shall be deemed to have been received until Antalis has received cleared funds.
7.3	The Customer shall make all payments due under the Contract without deduction by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
7.4	If payments received from the Customer are not stated to refer to a particular invoice, Antalis may appropriate such payment to any outstanding invoice addressed to the Customer from Antalis.
7.5	No indulgence granted by Antalis to the Customer concerning the Customer’s obligations under this Condition 7 shall be or be deemed to be a credit facility but if any such facility is granted to the Customer by Antalis, Antalis may withdraw it or reduce it at its sole discretion at any time.
7.6	If any sum due from the Customer to Antalis under the Contract or any other contract is not paid on or before the due date for payment then all sums then owing by the Customer to Antalis shall become due and payable immediately and, without prejudice to any other right or remedy available to Antalis, Antalis shall be entitled to: (a)  cancel or suspend its performance of the Contract or any order including suspending deliveries of the Goods and suspending delivery of any other goods to the Customer until arrangements as to payment or credit have been established which are satisfactory to Antalis; (b)  appropriate any payment made by the Customer to such of the Goods (or any goods supplied under any other contract between the Customer and Antalis) or as Antalis may think fit; (c)  charge the Customer:       (i)  interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of eight per cent (8%) per annum above the base lending rate of National Westminster Bank plc prevailing from time to time until payment is made in full; and       (ii)  the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
8	Warranty of Quality of Goods
8.1	If the Customer establishes to Antalis reasonable satisfaction that there is a defect in the materials or workmanship of the Goods manufactured or there is some other failure by Antalis in relation to the conformity of the Goods with the Contract, then Antalis shall at its option, at its sole discretion and within a reasonable time: (a)  make good such defect or failure in such Goods free of charge to the Customer (including all costs of transportation of any Goods or materials to and from the Customer for that purpose); (b)  replace such Goods with Goods which are in all respects in accordance with the Contract; or (c)  charge the Customer:       (i)  interest calculated on a daily basis on all overdue amounts (both before and after judgment) until actual payment at the rate of eight per cent (8%) per annum above the base lending rate of National Westminster Bank plc prevailing from time to time until payment is made in full; and       (ii)  the cost of obtaining judgment or payment to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure.
8.2	Condition 8.1 shall not apply unless the Customer: (a)  notifies Antalis in writing of the alleged defect within 28 days of the time when the Customer discovers or ought to have discovered the defect and in any event within 12 months of the delivery of the Goods to the Customer or such other periods as agreed by Antalis in writing; and (b)  affords Antalis a reasonable opportunity to inspect the relevant Goods and, if so requested by Antalis and where it is reasonable to do so, promptly returns to Antalis or such other person nominated by Antalis a sample of the Goods within 14 days, carriage paid by the Customer, for inspection, examination and testing and/or otherwise permit Antalis to have access to the Goods or such materials at the Customer’s premises or other location where they may be for such purposes.
8.3	If Antalis elects to replace the Goods pursuant to Condition 8.1, Antalis shall deliver the replacement Goods at Antalis’ own expense at the address to which the defective Goods were delivered and the legal, equitable and beneficial title to the defective Goods which are being replaced shall (if it has vested in the Customer) re-vest in Antalis and the Customer shall make any arrangements as may be necessary to deliver up to Antalis the defective Goods which are being replaced.
8.4	Antalis shall be under no liability under the warranty at Condition 8.1 above: (a)   in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Antalis’ instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Antalis’ approval; (b) if the total price for the Goods has not been paid by the due date for payment; (c) for any Mill-Sourced Goods; (d) in respect of any type of defect, damage or wear specifically excluded by Antalis by notice in writing; or (e) if the Customer makes any further use of the Goods after giving notice in accordance with Condition 8.2.
8.5	The warranties set out in this document are the only warranties which shall be given by Antalis and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9	Exclusion and Limitation of Liability and Indemnity
9.1	Condition 4 and the following provisions set out the entire liability of Antalis (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a)  any breach of these Conditions or the Contract; and (b)  any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
9.2	Nothing in these Conditions excludes or limits the liability of Antalis for death or personal injury caused by Antalis’ negligence, or for fraudulent misrepresentation. THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 9.3 AND 9.4
9.3	Antalis’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to 200% of the price of the Goods in respect of which the Customer suffered or incurred such loss or damage.
9.4	Antalis shall not be liable to the Customer for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) which arises out of or in connection with the Contract, or for any liability incurred by the Customer to any other person for any economic loss, claim for damages or awards howsoever arising from the Goods or otherwise.
9.5	The price of the Goods has been calculated on the basis that Antalis will exclude or limit its liability as set out in the Contract and the Customer by placing an order agrees and warrants that the Customer shall insure against or bear itself any loss for which Antalis has excluded or limited its liability in the Contract and Antalis shall have no further liability to the Customer.
9.6	The Customer shall keep Antalis fully indemnified against all costs, claims, actions, expenses, proceedings, losses or liabilities (including without limitation, economic loss and loss of profit (direct and indirect), indirect loss or consequential loss)) made against or incurred or suffered by Antalis resulting directly or indirectly from: (a)  the Customer’s failure to comply with this Agreement; or (b)  any claims that any Intellectual Property Rights or Confidential Information or other exclusive right of any third party has been infringed through the manufacture, sale or use of the Goods to the extent the same have been supplied in accordance with specifications or designs of the Customer.
10	Subcontracting, Assignment and Third Party Rights
10.1	The Customer shall not be entitled to assign, charge, subcontract or transfer the Contract or any part of it without the prior written consent of Antalis. Antalis may assign, charge, subcontract or transfer the Contract or any part of it to any person.
10.2	No third party shall have the benefit of or the right to enforce this Contract, and shall derive no rights from the Contracts (Rights of Third Parties) Act 1999.
11	Force Majeure
11.1	Antalis reserves the right to suspend or cancel the Contract in whole or in part (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business and its obligations under the Contract due to any circumstances beyond the reasonable control of Antalis including, without limitation, acts of God, flood, lightning, war, revolution, act of terrorism, riot or civil commotion, strikes, lock outs or other industrial action (whether of the affected party’s own employees or others), failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services.
12	Termination of Contract
12.1	Antalis may immediately suspend performance of the Contract, cancel any outstanding delivery of the Goods, stop any Goods in transit or by notice in writing to the Customer terminate the Contract without liability to Antalis if: (a)  the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy or fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by the Company to remedy or desist from such breach within a period of 14 days; (b)  the aggregate amount of money the Customer owes Antalis at any time (including under this Contract) exceeds the credit limit set by Antalis for the Customer from time to time; or (c)  the Customer enters into bankruptcy, individual voluntary arrangement, liquidation, receivership, administration or into a corporate voluntary arrangement as defined by the Insolvency Act 1986; or (d)  any sum payable under the Contract is not paid on or by its due date for payment in accordance with this Contract.
12.2	Notwithstanding any such termination or suspension in accordance with Condition 12.1 the Customer shall pay the Company for all Goods delivered up to and including the date of suspension or termination, and for all Goods (including without limitation all Mill-Sourced Goods) which Antalis has procured for the Customer.
12.3	Notwithstanding any other provision, all payments payable to Antalis under the Contract shall become due immediately upon termination of this Contract for whatever reason. Termination of the Contract for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination.
13	General
13.1	Any Intellectual Property Rights created by Antalis in the course of the performance of the Contract or otherwise in the manufacture of the Goods shall remain Antalis’ property. The Customer licences to Antalis and Antalis’ suppliers all Intellectual Property Rights necessary to supply the Goods to the Customer, and warrants that such licence and use shall not infringe any third party’s rights. Nothing in the Contract shall be deemed to have given the Customer a licence or any other right to use any of the Intellectual Property Rights of Antalis.
13.2	Nothing in the Contract shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties.
13.3	The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
13.4	If any condition is held to be invalid for any reason, such invalidity will not affect the rest of the Contract which will remain valid and enforceable in all respects.
13.5	Both Antalis and the Customer shall each keep confidential and shall not, without the prior written consent of the other, disclose to any third party or otherwise make public the terms or existence of the Contract or any other confidential or sensitive information of the other party.
13.6	All notices between the parties about this Contract must be in writing, sent to the other party’s registered office or other address notified from time to time, and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission.
14	Law and Jurisdiction
14.1	This Contract and any dispute or claim arising out of or in connection with it shall be governed by and be construed in all respects in accordance with English law. All disputes or claims arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the English courts to which the parties irrevocably submit.