Sorba-Freeze Ltd
TERMS AND CONDITIONS OF SALE

1. SELLER’S CONDITIONS OF SALE APPLY
These are the Terms and Conditions of sale which apply to and govern all our/the Contracts between us as the Seller (“The Seller”) and you as the Buyer (“The Buyer”). By accepting delivery of the product you accept and agree to be bound by these Terms and Conditions. These Terms and Conditions shall apply as the complete and exclusive terms of each contract, and no variation from the Buyer contained in any documents from the Buyer including but not exhaustively any letter, receipt acknowledgement, or other form shall be effective unless expressly agreed by the Seller in writing.

2. PRICES
All price quotations are calculated from costs available at the date of the quotation and are exclusive of delivery and VAT. The Seller reserves the right to increase the quoted price, if there is an increase in such costs to the Seller between the date of quotation and dispatch. On printed orders the price confirmed is exclusive of artwork, printing, etc. which may be charged separately.

3. DELIVERY
(a) Unless otherwise and previously agreed in writing (on each occasion) between the Seller and Buyer, acceptance by the Buyer of goods which have been ordered shall occur upon delivery, or attempted delivery, to the Buyer.

(b) If the Buyer fails to take delivery at the time specified in the Contract the Seller shall be entitled without prejudice to any other rights he may have to either treat the Contract as at an end and to resell the goods, or to invoice the goods whereupon payment in full shall become due forthwith.

(c) For goods which are contracted for delivery by instalments late delivery of an instalment shall not entitle the Buyer to reject any other instalment under the same Contract.

(d) (i) Any date of delivery given by the Seller to the Buyer shall be an estimate date only and while the Seller will endeavour to comply with any such date he shall not be responsible for late delivery.

(ii) Without prejudice to the generality of the forgoing the Seller shall not be liable for late delivery or failure to deliver through any cause which is beyond the reasonable control of the Seller.

4. RISK
All goods are borne at Buyer’s risk from the time notification when delivery, or attempted delivery, takes place at the location stipulated in the Contract between the Buyer and the Seller.

5. RETENTION OF TITLE
(a) Goods shall remain the sole and absolute property of the Seller as legal and equitable owner of the goods until payment of all sums due to the Seller from the Buyer on any accounts whatsoever have been received in full by the Seller. Risk in such goods will pass to the Buyer upon delivery to it or its agent.

(b) Where payment is effected by cheque the Seller shall be treated as not having received payment until that cheque has been honoured and the amount credited to the bank account of the Seller.

(c) Until the property in the goods is vested in the Buyer, in accordance with (5a) above, the Buyer shall not pledge and shall store separately and mark the goods so that they are readily identifiable as the property of the Seller and hold the goods as agent for the Seller until such time as full and cleared payment is received by the Seller.

(d) No form of failure or delay on the part of the Seller to require compliance by the Buyer of its obligations hereunder shall operate or be treated as a waiver thereof.

(e) The Seller shall be entitled to serve notice on the Buyer indicating its intention to retake possession of the Seller’s goods if the Buyer is in breach of the payment terms under this Contract or if the Seller reasonably considers that its property is in jeopardy. On receipt of such notice from the goods shall be immediately delivered to the Seller, and the Seller by its employees or agents shall have the right to enter upon any land, building or vehicles of the Buyer to take possession of its goods.

6. LIMITATION OF SELLER’S LIABILITY
(a) In any case where it is established to the satisfaction of the Seller that there has been a short delivery or a failure to deliver the goods to their destination or that the goods have been damaged (whether wholly or in part) prior to delivery the Seller will replace them or where the goods have been damaged accept their return and credit the Buyer with the price thereof provided that:-

(i) Any complaint by the Buyer of short delivery of or damage to the goods shall have been notified in writing to the Seller immediately upon receipt of the goods;

(ii) Any complaint by the Buyer of failure to deliver shall have been notified within 10 days of the receipt by the Buyer of the invoice or advice of dispatch whichever is the earlier.

(b) In any case where it is established to the satisfaction of the Seller that when delivered goods contained some defect in quality or did not correspond with sample or description the Seller may (entirely at the Seller’s discretion) assign to the Buyer the benefit of any express guarantee or warranty received by the Seller from the manufacturer or supplier of the goods, failing which the Seller will:-

(i) Replace the goods without further charge, or

(ii) Accept the return of the goods and credit the Buyer with the price thereof, or

(iii) Make the Buyer an allowance being the difference between the value of the goods at the time of the complaint by the Buyer and the invoice price provided that any complaint by the Buyer shall have been notified in writing to the Seller immediately upon delivery.

(c) Save as aforesaid the Seller will not be liable to the Buyer for any loss or damage suffered as a result of the events or for any of the reasons referred to in paragraphs (6a) and (6b) of this Condition and without prejudice to the generality of the foregoing any implied term, condition or warranty statutory or otherwise as to the quality of the goods sold or their fitness for any particular purpose or as to their correspondence with any description or sample is hereby excluded to the fullest extent permitted by law governing this Agreement and if any provision is held to be invalid then the remainder of these provisions shall continue to apply.

(d) The Seller shall not be bound by any warranty or representation given by or made on its behalf unless specifically stated in writing and expressly signed stating it is to be incorporated in the Contract.

(e) The Seller shall be under no liability if the goods are not paid for by the due date.

(f) The Seller’s entire liability shall be limited to the value of the goods.

7. CONSEQUENTIAL LOSS
Without prejudice to the generality of the foregoing provisions the Seller shall not in any event be liable to the Buyer in contract or tort or otherwise for any indirect or consequential loss or damage whenever or howsoever arising.

8. TIME OF PAYMENT
All sums due to the Seller shall be paid in full by the last day of the month after the month of delivery. In fault the Seller may: –

(a) Suspend delivery under all or any contracts with the Buyer, and/or;

(b) Charge interest at the rate 6% per annum over the base rate printed from time to time by Clydesdale Bank PLC on any overdue account from the day following that on which payment was due until payment by way of cleared funds has been received in full.

9. SELLER’S RIGHT OF RECISSION
The Seller shall have the option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to rescind any Contract between the Seller and the Buyer or to suspend delivery in the following events: –

(a) If any sum owing by the Buyer to the Seller is overdue whether for the same or any other Contractor and/or

(b) If the Buyer is in breach of any term of the same or any other Contract with the Seller and/or

(c) If the Buyer enters into any composition or arrangement with or for the benefit of its creditors, or have a receiving order in bankruptcy made against him or (if a corporate body) goes into liquidation either voluntary or compulsory or under supervision or have a receiver appointed over all or any of its assets or if the Buyer threatens to cease trading.

10. FORBEARANCE BY SELLER
No forbearance or indulgence by the Seller shown or granted to a Buyer whether in respect of these standard conditions or otherwise, shall in any way affect or prejudice the rights of the Seller against the Buyer or be treated as a waiver of any of these standard conditions.

11. FORCE MAJEURE
The Seller shall not be liable for failure to perform the Contract whether wholly or in part if the failure is caused wholly or partly by any circumstance or circumstances outside the control of the Seller.

12. CONTACT WITH DELICATE SUBSTANCES
Where the goods supplied consist of containers, wrappers or other articles intended for use in connection with any food, drug or substance of a volatile, delicate or fragile nature, the Buyer shall satisfy himself that such food, drug or other substance is not or is not likely to be affected by any material used by the Seller in the printing of or manufacturing of such wrappers, containers or other articles. The Seller shall not be liable to the Buyer in respect of any claim alleging that such food, drug or other substance has been adversely affected and the Buyer shall indemnify and keep indemnified the Seller from and against all liability by third parties in respect of any claim that any such food, drug or other substance has been adversely affected and caused the third party loss damage or expense.

13. PROPERTY RIGHT, ETC.
The Buyer shall indemnify the Seller against all claims for infringement or alleged infringement of third party patent or other industrial property rights and all costs and expenses incurred in connection therewith arising from the execution of the Buyer’s order in accordance with the Buyer’s designs, plans or specifications shall be indemnified by the Buyer.

14. SIZE OF MATERIALS
Unless specific warranties in writing are provided for accurate sizes all sizes referred to on price lists, estimates or brochures are approximate only.

15. QUANTITY
The Seller cannot guarantee exact quantities in respect of any goods supplied and shall be deemed to have fulfilled its obligation under the Contract by delivery or manufacture of a quantity plus or minus ten percent of the quantity specified in the Contract and the Buyer shall pay the contract rate for the actual quantity delivered.

16. PRINT ORGANISATION WORK
All material produced in origination work remains the property of the Seller until paid for in full by the Buyer. Designs originated by the Seller remain the Seller’s copyright unless expressly assigned in writing by the Seller.

17. PROOF READING
No responsibility shall be accepted by the Seller for any errors in proof submitted to and approved by the Buyer.

18. ALTERATION
Where the goods consist of printed items, alterations from the original copy on or after the first proof, including alterations in style will be charged as an extra and prices shall increase accordingly.

19. PALLETS
Where palletised deliveries are requested or necessary, pallets may be charged extra. Pallets subsequently returned at the Buyer’s expense and risk in the same condition as delivered will be credited to the Buyer at the price originally charged.

20. DIMENSIONS AND GAUGE
Except where agreed in writing the Seller shall be deemed to have fulfilled its obligations under the contract by producing goods within the tolerances laid down by the Packaging and Industrial Films Association (P.I.F.A). (In general dimensions will be controlled to within plus or minus 3% and film gauge to within plus or minus 10%.)

21. INK COLOURS
Whilst the Seller will take all reasonable steps to try to match film colour this cannot be guaranteed and the Contract shall be deemed to have been performed and completed by delivery of goods of the general shade and density of colour stipulated.

22. FILM PROPERTIES
Whilst the Seller will take all reasonable steps to try to match film colours, clarity, haze and slip specifications, this cannot be guaranteed and the Contract shall be deemed to have been performed by delivery of goods of the general shade, density of colour and the general clarity, haze and slip stipulated.

23. ANTI-STATIC MATERIALS
Different levels of electrostatic discharge protection are required for different electronic devices. It is the responsibility of the Buyer to determine the suitability of anti-static materials for the intended application and the Buyer shall assume all risk and liability, direct or consequential, arising out of the use of such products.

24. General
All quotations and tenders whether contained in a catalogue, price list or otherwise are not to be considered as an offer by the Seller and the Seller shall not be bound to sell until it has communicated written acceptance to the Buyer of the Buyer’s order. Where the goods are required for a purpose other than the normal or usual purpose for which such goods are commonly supplied then no condition or warranty or fitness for the purpose of goods shall be implied unless the Buyer has made known to the Seller in writing the exact purpose for which the goods are intended to be used on or before the making of the contract. Any quotation given by the seller shall not constitute an offer for sale or a representation that those goods are available for sale.

25. Law
These Terms and Conditions are governed by and are to be construed in accordance with the Scottish Law and fall within the exclusive jurisdiction of the Scottish Courts.

26. Third Party Rights
The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from this Agreement.