Terms and Conditions

1. Interpretation.

1.1 In these Terms:-
“Additional Terms” means any additional terms set out in the Quotation;
“Customer” means the person named in the Quotation for whom the Supplier has agreed to supply the Goods and/or Services in accordance with these Terms;
“Contract” means the contract between the parties for the supply of the Goods and/or Services;
“Goods” the goods which the Supplier is to supply in accordance with the Quotation;
“Information” means any document or other information provided by the Customer relating to the Goods and/or Services;
“Services” means the services to be provided by the Supplier for the Customer in accordance with the Quotation and these Terms;
“Quotation” means the document to which these Terms are attached;
“Supplier” means Clean Green Pallet Company Limited;
“Supplier’s Charges” means the charges for the supply of the Goods and/or Services as set out in the Quotation from time to time relating to the Goods and/or Services;
“Terms” means these terms and conditions together with any Additional Terms under which the Goods and/or Services are to be provided.

1.2 Any reference in these Terms to a statute or any provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Terms are for convenience only and shall not affect interpretation.

2. Entire Agreement.

2.1 These Terms contain the whole agreement between the parties who confirm that they have not entered into the Contract in reliance upon any representations that are not expressly incorporated in these Terms.

3. Supply of the Goods and/or Services.

3.1 The Supplier shall supply and deliver the Goods and/or Services to the Customer in accordance with the Quotation and these Terms. The Terms apply to all Contracts to the exclusion of all other conditions (subject to those agreed to from time to time by the Supplier in writing) including any conditions which the Customer may purport to incorporate under any confirmation of Quotation or similar document.

3.2 The Customer shall at his own expense provide the Supplier with all necessary Information relating to the Goods and/or Services within sufficient time and format to allow the Supplier to supply the Goods and/or Services in accordance with the Quotation.

3.3 The Customer shall ensure the accuracy of all Information supplied to the Supplier and the Supplier will not be liable in any way for any subsequent losses brought about by the inaccuracy of or delay in supplying the Information.

3.4 The Supplier may correct any typographical or other errors or omissions in the Quotation or any other document relating to the supply of the Goods and/or Services without any liability to the Customer.

3.5 The Supplier may at any time without notifying the Customer make any changes to the Goods and/or Services which are necessary to comply with any applicable safety or other statutory requirements or which do not materially affect the nature or quality of the Goods and/or Services.

3.6 This Contract may not be cancelled by the Customer except with the agreement in writing of the Supplier on terms that the Customer shall indemnify the Supplier against all costs expenses and liabilities incurred by the Supplier in relation to the Contract prior to its cancellation.

3.7 Any dates set out in the Quotation for delivery of the Goods are approximate only and the Supplier shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously expressly agreed by the Suppler in writing. The goods may be delivered by the Supplier in advance of the delivery date set out in the Quotation on giving reasonable notice to the Customer.

3.8 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with these Terms 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.

4. Charges.

4.1 Payment of the Supplier’s Charges shall be due within 30 days of the date of the Supplier’s invoice (“the Due Date”).

4.2 The Supplier may invoice the Customer at any time after any Goods and/or Services have been supplied or at any other time as may be agreed between the parties in writing.

4.3 Subject to any special terms agreed in writing between the parties, the Customer shall pay the Supplier’s Charges without set-off together with any additional sums which are agreed between the parties for the supply of the Goods and/or Services

4.4 The Supplier may vary the Supplier’s Charges from time to time by giving not less than 1 months’ written notice to the Customer.

4.5 All charges quoted for the supply of the Goods and/or Services are exclusive of VAT for which the Customer shall be additionally liable at the applicable rate from time to time upon receipt of a valid VAT invoice from the Supplier.

4.6 In the event that full payment is not received by the Supplier by the Due Date, the Supplier may:-

4.6.1 charge interest on overdue invoices from the Due Date on a day to day basis until full payment of the outstanding amount is received in accordance with the Commercial Debts (Interest) Act 1998 together with any regulations thereunder;

4.6.2 cancel the Contract or suspend the supply of the Goods and/or Services; or

4.6.3 appropriate any payment made by the Customer to such of the outstanding invoices as the Supplier may deem fit.

5. Property and Risk in Goods.

Where Goods are sold to the Customer

5.1 Risk of damage to or loss of the Goods shall pass to the Customer on delivery.

5.2 Property in the Goods shall notwithstanding delivery remain with the Supplier until all sums due and owing by the Customer to the Supplier on any account have been paid.

5.3 Pending the transfer of the property in the Goods:-

5.3.1 the Customer shall hold the Goods as the Suppliers’ bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected, insured and identified as the Supplier’s property; and

5.3.2 the Supplier may at any time require the Customer to deliver up the Goods to the Supplier and in default the Customer hereby grants the Supplier licence to enter upon any premises of the Customer and any third party where the Goods are stored and repossess the Goods.

Where Goods are hired to the Customer

5.4 Risk of damage to or loss of the Goods shall pass to the Customer on delivery and remain vested in the Customer until such Goods are collected by the Supplier at which time Risk shall revert to the Supplier;

5.5 The Customer warrants and undertakes to pay to the Supplier on demand the sum of £59.50 per pallet in the event that any Goods are lost, stolen or damaged beyond repair whilst the Risk vests in the Customer;

5.6 Property in the Goods shall notwithstanding delivery remain vested solely in the Supplier at all times.

6. Warranties

6.1 Subject to the provisions of clause 7, the Supplier warrants that

6.1.1 the Services will be provided by suitably qualified and experienced personnel using reasonable care and skill and, as far as reasonably possible, in accordance with the Quotation and at the intervals and within the times referred to in the Quotation; and

6.1.2 the Goods will correspond with the Quotation.

7. Limitation of Liability

7.1 The Supplier shall have no liability to the Customer:-

7.1.1 in respect of any defect in the Goods arising from any design supplied by the Customer;

7.1.2 in respect of any defects arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions whether oral or in writing, misuse or alteration or repair of the Goods without the Supplier’s approval; or

7.1.3 if the total Price for the Goods has not been paid by the Due Date.

7.2 The Supplier shall have no liability to the Customer for any loss, damage, costs, expenses or other claims arising from any Information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or arising from their late arrival or non-arrival or any other fault of the Customer, its servants, agents or subcontractors.

7.3 The Supplier shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Supplier’s obligations in relation to the Service if the delay or failure was due to any cause beyond the Supplier’s reasonable control.

7.4 Where a valid claim is made under clause 6, the Supplier may in its absolute discretion either replace the Goods supplied or refund the Suppliers Charges for the Goods supplied in which case the Supplier shall have no further liability to the Customer.

7.5 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.6 Except in respect of death or personal injury caused by the Supplier’s negligence or as expressly provided in these Terms, the Supplier shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, his servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and/or Services (including any delay in providing or failing to provide the Goods and/or Services) or their use by the Customer and the entire liability of the Supplier under or in connection with the supply or non supply of the Goods and/or Services shall not exceed the amount of the Supplier’s Charges for the supply of the Goods and/or Services, except as expressly provided in these Terms.

8. Termination.

8.1 Subject to clause 3.6 either party may terminate the Contract at any time by giving not less than 6 months’ written notice to the other.

8.2 The Supplier may terminate the Contract at any time and without any further obligation to the Customer by notice in writing if the Customer is in material or persistent breach of any of these Terms or fails to remedy any breach capable of remedy within 14 days of receipt of written notice from the Supplier, becomes insolvent or an order is made or a resolution is passed for the winding up of the Customer (other than for the purpose of a solvent amalgamation or reconstruction) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets.

9. Force Majeure.

9.1 Neither party shall be liable for any delay or defect due to any act of God, war, strike, lock out, industrial action, fire, flood, draught, tempest or any other event beyond the reasonable control of either party.

9.2 If any obligation under the Contract cannot be performed for a continuing period of 3 months as a result of one or more of the events described in paragraph 9.1 then either party may terminate the Contract by notice in writing to the other at the end of this period.

10. Arbitration.

10.1 Any disputes which may arise between the parties concerning the Contract shall be referred to a single arbitrator to be agreed upon by the parties or in default of agreement to be nominated by the President for the time being of the Chartered Institute of Arbitrators for determination in accordance with the Arbitration Act 1986.

11. General.

11.1 The Customer may not assign any of its rights or obligations under the Contract without the prior written consent of the Supplier.

11.2 A notice to be given by either party to the other under these Terms shall be in writing addressed to that other party at its registered office or principal place of business.

11.3 No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions.

11.4 If any provision of the Contract is held by a court or other competent authority or tribunal to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.

11.5 In the event of any conflict between the provisions set out in these Terms and the Additional Terms, the provisions of the Additional Terms shall prevail.

11.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party agrees to be subject to the jurisdiction of the courts of England and Wales.

11.7 For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Contract is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions.

11.8 Customer must adopt enable system by CGP (Stock Control system).