Terms & Conditions

1. Making the Contract

Your order is an invitation to supply; we will consider it only on the basis that you waive any terms in it which are inconsistent with ours. Receipt of your order whether in writing, fax or telephone call makes the contact.

Our acknowledgement of order (if applicable) is an offer to sell only the goods identified in it at those prices and on those terms. As it is based on your order, it will be treated as accepted and the contract made unless we receive your written cancellation within four working days of its receipt.

All goods supplied by us are sold on these terms and those on the acknowledgement of order, only our Directors are able to vary them and then only in writing.

If the goods are to be delivered in stages, each instalment will be treated as a separate contract.

2. Cancellation

Orders or contracts can only be varied or cancelled with our written consent. This consent assumes that: 1) Goods have not yet been despatched & 2) You will bear any loss that we have incurred.

If we agree to cancel or vary a contract after we have bought or manufactured goods for it we may charge a cancellation fee to compensate us for the expenses of disposal.

If we are dependent on a supplier who fails to supply a necessary component of the goods we will tell you and (if we are able to) offer you an alternative, if we do not get your written approval (within seven days) the contract will be void, but only for those goods.

3. Price

The price includes packaging & delivery unless an ex-works price has been quoted or your order falls below our Carriage Paid value.

The price excludes VAT, except where otherwise stated.

If we suffer a major cost increase we may increase the price; if so we shall tell you as soon as possible.

4. Payment

You must pay us by the end of the month following the invoice date if you have an approved credit account.

If you do not have an approved credit account you must pay via Proforma, before the goods are despatched.

We may change the limit on an approved credit account at any time. If the limit is exceeded the excess must be paid immediately.

We may charge interest on late payments at 8% per month (or part). Interest accrues daily and runs before & after judgement. If you pay late you must also pay (in full) any legal expenses incurred by us.

You may not withhold payment because of any dispute or claim any set-off.

We may apply any payment to any invoice and ignore any contrary instructions given by you.

5. Risk

The goods are at your own risk from when you receive them.

6. Ownership

The goods remain our property (even after delivery) until you pay all that you owe us, (not just the price of the goods).

You may use or sell the goods, but not if you are insolvent or we tell you to return them, but only if the proceeds of sale are held in trust for us and paid into a separate account which may not be overdrawn.

While goods belong to us:-

• You may hold them as our fiduciary agent and bailee, but may not commit us to any liability under any contract.
• You will store them safely and separately from other goods.

• A lien on the goods.
• A right of stoppage in transit.
• A right of resale as your agent.

We may sue you for payment whether or not property in goods has passed.

7. Free Issue Goods

If you supply materials to us for incorporation in the goods for use in their manufacture:-

• Those materials will become our property when we receive them.
• They must be fit for the purpose for which they are supplied and conform to their description and any sample. Should the material supplied by you be defective you will be liable for the full contract price in addition to any other remedy we may have against you.
• They must be received by us at least 2 weeks prior to your expected delivery date unless otherwise agreed in writing.

If you do not buy any goods ordered you may not restrict our sale of item elsewhere or restrict the sale or use of them by our customer if:-

• Any materials supplied by you were incorporated in them or used in their manufacture
• They have your name or logo on them, or
• you have any intellectual property rights in their design or composition.

We will accept materials and designs from you only on the basis that you have the consent of all owners of intellectual property rights for us to use them without restrictions and you must compensate us fully if that is not so.

8. Warranties

We have the right to sell the goods to you.

The goods will conform in material respects with any sample, but only if the sample is approved by you in writing and we may improve or alter their composition or specification without notice.

The goods will be described in the acknowledgement of order, but delivery date is not part of that description.

We shall put any breach of any warranty in clause 10 by supplying replacements or refunding the appropriate part of the price, but we are not under any other liability to you (in contract or tort, including for consequential loss, or any implied item) except that:

• If you are a consumer (defined in s, 12 Unfair Contract Terms Act 1977) ss 13, 14 and 15 Sale of Goods Act 1979 apply, and:
• We do not exclude or restrict out liability for death or personal injury from our negligence or under the Consumer Protection Act 1987.

In any event our total liability is limited to £5,000,000.00

Our promotional materials give general information only; the goods may vary from any description in them.

9. Force Majeure

We are not liable for delays caused by matters outside our control, such as:-

• Act of God.
• War.
• Riots & civil disturbances.
• Fire or explosions.
• Trade disputes.
• British or Foreign Government action or regulations.
• Accidents.

If we experience any such delays we shall tell you as soon as we are reasonably able to do so. If the delay lasts for more than three months either of us may give written notice to cancel the contract. You will then pay for any goods you have received and we will refund any advance payments.

10. Use

Aerosols are pressurised and must be treated with care and not exposed to high temperatures. The contents may be inflammable and must not be near a flame or sparks. Some have contents which may damage plastics and other materials. Some have contents which cause damage to your health. You must comply with the advice in our product data sheets and you must ensure that all people that come into possession of aerosols supplied by us also do so.

Product data safety sheets are available for all our products. You must ensure that, after the goods have been delivered to you everybody who handles them or has possession of them has full instruction for their safe use and handling. You must compensate us in full if they do not.

You must use, store and handle the goods safely and in accordance with our instructions.

You may not modify the goods or any markings on them without first receiving our written permission. If you do make any unauthorised modification we will be released from our obligations under all warranties in addition to any other remedy we may have against you.

You must ensure that the goods are appropriate for all purposes for which you want them; they are supplied only on the basis that you have done so and are not relying on any statement we may have made.

11. Breach

You will be treated as having repudiated the contract if you:-

• Become insolvent.
• Commit a serious breach or one which is not remedied within 7 days of being asked to do so.

You may be treated as having repudiated the contract if you:-

• Do not make a payment when due.
• Fail to accept delivery or give delivery instructions.

If you repudiate the contract:-

• All invoices sent to you must be paid immediately.
• The price of all goods not invoiced but delivered by us, or manufactured or ordered for sale to you, must be paid immediately.
• We will be released from all future obligations under all contracts

You may be treated as insolvent if:-

• You are a company which has a petition for winding up or an administration presented against it, or passes a petition for winding up.
• A Receiver for any of your assets is appointed.
• You convene a meeting of your creditors.
• You (or any of your partners) become bankrupt.
• You are unable to pay your debts (defined as in 193 or 286 insolvency Act 1986).
• One of your creditors tries to serve on you a document purporting to be a statutory demand (under ss 123 (1) (a) 222 (1) (a) or 268 (1) (a) insolvency Act 1986), or similar document.
• A judgment entered against you (by any creditor) remains unsatisfied after 78 days or
• Anything similar happens in a foreign jurisdiction.

12. General

Written notices may be sent by post, fax or email to the address in the acknowledgment of order, if sent by fax they may be treated as received on the first working day after transmission. If posted first class, on the second day after posting. If by e-mail, on the next working day after transmission.

You may not transfer your rights under any contract.

If we do not exercise all our rights under any contract, that will not release you from any of your obligations under it.

English Law applies. English courts have jurisdiction.

Every reference to the goods is a reference to each of the goods.

In order to comply with ISO 9001:2015 we retain all records for a minimum period of 2 years.

Your first order will only be despatched after payment against a pro forma invoice even though a credit account application form has been completed and returned.

January 2019