RIGGS AUTOPACK LIMITED
Premier Mill, Brunswick Street, Nelson, Lancashire, BB9 0HU
Tel: 01282 440040             
Fax: 01282 440041            
Email: enquiries@riggsautopack.co.uk

1. DEFINITIONS

In this document:

Buyer: The person or company who purchases goods from the Company.

Company: Riggs Autopack Ltd (registered in England and Wales, company number 05715991), registered office Calder Vale Park, Simonstone Lane, Simonstone, Burnley, Lancashire BB12 7ND

Goods: are the goods (including any instalment of the goods or any parts for  them)  which  the  Company  is  to supply  in  accordance  with these Conditions.

Business Days: a day other than Saturday, Sunday and public holidays when banks in London are open for business.

Force Majeure Event: means any circumstance not within a party's reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; and
(f) collapse of buildings, fire, explosion or accident.

2. ACCEPTANCE OF ORDER

Orders are accepted only subject to the conditions specified by the Company in relation to the products in question and the conditions of sale. Unless expressly accepted in writing on behalf of the Company by an employee thereof with actual authority, any qualification or modification of these conditions by the Buyer in any written or printed document or otherwise should be of no effect. For the avoidance of doubt it is declared that all sales of the Company’s products shall be on these conditions only, to the exclusion of any conditions proposed by or purported to be imposed by the Buyer whether or not such conditions shall have been expressly refused or rejected by the Company.

2.1 Orders for manufacture and installation of a machine will require advance payment of a non-refundable deposit at a percentage rate to be agreed between the Company and the Buyer.

3. PRICES

Orders are accepted only on condition that products will be invoiced at the price ruling at the date of actual despatch. The Company reserves the right to alter prices without notice for any reason including variations in the cost of raw materials or labour or through the Buyer’s change of design. When products comprised in an order are despatched in more than one consignment, the price of the products comprised in each consignment will be the price ruling at the date of the actual despatch of that consignment. In the event of variation or suspension of work by the Buyer’s instructions, any price quoted by the Company may be adjusted accordingly. In the event of an order being cancelled, after work has commenced, the Buyer will indemnify the Company against all expenses and loss incurred by the Company.

4. DESIGN

All goods delivered will generally be to the specification furnished or adapted by the Company. Except where the goods are manufactured solely to the Buyer’s designs, drawings and specifications, the Company reserve the right to make any alteration in the design or specification of any product without notice and to deliver goods conforming to the altered design or specification in fulfilment of any order.

5. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for three months’, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

6. DELIVERY

Any dates quoted by the Company shall be approximate only. Tim for delivery shall not be of the essence.
If the Buyer fails to take delivery of the Goods within 3 Business Days of the Company notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
6.1:    the Company will store the Goods until delivery takes place and charge the Buyer for all related costs and expenses (including insurance).
6.2:    If 10 Business Days after the day on which the Company notified the Buyer that the Goods were ready for delivery the Buyer has not taken delivery of them, the Company will issue a charge for interest on the value of the goods not taken at a rate of 8% over the Bank of England base rate per day until delivery is completed,

7. SHORTAGES, DAMAGE AND LOSS IN TRANSIT

No claim for non-delivery of the whole or part of the consignment nor for damage in transit, shortage of delivery, deviation, delay or detention will be entertained unless separate notices in writing are given to the carrier and the Company within three business days of the receipt of the products, or in the case of the non-delivery of a complete consignment within fourteen business days of despatch, and in either case a complete claim is made in writing within a further five business days of the date of such specification.

Where products are accepted without being checked the delivery book of the carrier concerned must be signed “not examined”. The products in respect of which such claim is made shall be preserved intact for a period of fourteen business days for notification of the claim within which time the Company and the carrier shall have the right to attend at the Buyer’s place of business or otherwise the place of delivery of the products to investigate the claim. Any breach of the requirements of this condition shall disentitle the Buyer from any allowance in respect of the claim which he may have.

8. LIMITATION OF LIABILITY

8.1       Nothing in these Conditions shall limit or exclude the Company's liability for:

8.1.1    death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

8.1.2    fraud or fraudulent misrepresentation;

8.1.3    breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

8.1.4    any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

8.2       Subject to clause 11.1:

8.2.1    the Company shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a)         any indirect, special, consequential or pure economic loss or damage;

(b)         any loss of profits, anticipated profits or savings, revenue or business opportunities; or

(c)         damage to goodwill

(in each case arising as a direct or indirect result of the relevant claim); and

8.2.2   The Company's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the price of the Goods.

8.3      The Company shall not be liable to the Buyer 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 Company’s obligations, if the delay or failure was due a Force Majeure Event.

9. BUYERS BANKRUPTCY OR LIQUIDATION

9.1      Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if the Buyer:
9.1.1    fails to make any payment when due;
9.1.2    commits a material breach of any material term of Contract (and if remediable the breach has not remedied within 10 Working Days of receiving notice requiring it to be remedied);
9.1.3     persistently breaches any one or more terms of the Contract;
9.1.4     is, or is deemed to be, unable to pay its debts as they fall due or is insolvent, suspends making payments on any debts or announces an intention to do so, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness by reason of actual or anticipated financial difficulties, has a moratorium declared in respect of any of its indebtedness, ceases or threatens to cease to carry on business, applies for an interim order under Section 252 Insolvency Act 1986 or has a bankruptcy petition presented against it, has appointed in respect of it or any of its assets a liquidator, trustee in bankruptcy, judicial custodian, supervisor, compulsory manager, receiver, administrative receiver, administrator or similar officer (in each case whether out of court or otherwise), pledges or charges any Goods which remain the property of the Company, takes or suffers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances; or
9.1.5    appears to the Company due to its credit rating to be financially inadequate to meet its obligations under this Agreement.

10. PROPERTY

The property of any goods sold by the Company shall not pass to the Buyer until such time as the Company is in actual receipt of the full amount of the price thereof.

10.1 Risk in the goods shall pass to the Buyer when the Buyer or its agent takes delivery of the goods or collects them.

Even though risk in the goods has passed in accordance with clause 10.1. the Buyer will not own the goods until one of the following events occur:-
10.2.1the Company is paid for the Goods and no other amounts are outstanding from the Buyer to the Company in respect of other Goods supplied by the Company;

the Buyer sells the Goods in accordance with this agreement in which case ownership of the Goods will pass to the Buyer immediately before the Goods are delivered to the Buyer’s customer.
the Company waives its right under Clause 2 in respect of specified Goods whereupon ownership of those Goods will immediately vest in the Buyer.
Before title has passed to the Buyer under the terms of Clause 8.2 and without prejudice to any of its other rights, the Company shall have the right to recover and resell the Goods or any of them and may enter upon the Buyer’s premises by its servants or agents for that purpose.
Should the Buyer alter the Goods by subjecting them to any manufacturing process or incorporating them into another product by mixing them in any way, the Company will own the resulting product (“altered goods”) until payment due under all contracts between the Company and the Buyer has been made in full and all the Company’s rights under these clauses shall extend to the altered goods
Until payment due under all contracts between the Buyer and the Company has been made in full:-
the Buyer shall hold upon trust for the Company the Goods and altered goods;
In the event of the sale or hire of the Goods or altered goods by the Buyer he shall hold the proceeds of such sale or hire on trust for the Company in a separate bank account opened by the Buyer for this purpose;
the Company may trace all such proceeds of sale or hire charges received by the Buyer through any bank or other account maintained by the Buyer.
In the event of sale or hire of the Goods or the altered goods by the Buyer in the ordinary course of its business the Buyer shall assign its rights to recover the selling price or hire charges from the third parties concerned to the Company if required to do so in writing by the Company.

10.3 the Buyer shall not assign to any other person any rights arising from a sale or hire of the Goods or the altered goods without the express consent of the Company in writing.

10.4 As the insurable risk in the Goods shall pass to the Buyer as soon as the Goods are delivered to him or to his order and pending disposal the Buyer shall keep the Goods insured in the amount of the price at which the Goods are sold to the Buyer against all insurable risks.

10.5 If Goods are destroyed by an insured risk prior to the same being paid for by the Buyer, the Buyer shall receive the proceeds of the insurance as trustee for the Company.

10. PAYMENT

Credit facilities may be offered by the Company upon successful application by the Buyer. Accounts are due for payment 30 days from the end of the month in which a valid and accurate invoice is presented, unless otherwise agreed.

Prompt payment is a condition precedent to future deliveries.

11. SUBCONTRACTING

The Company reserves the right to sub-contract the fulfilment of the order contract or part thereof.

12. WAIVER

Any failure by the Company to enforce any or all of these conditions shall not be construed as a waiver of any of our rights hereunder.

13. LEGAL INTERPRETATION

This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales.

14. HEADINGS

The headings of these conditions of sale shall not effect the construction of these conditions.

15. SELLERS CONDITIONS TO PREVAIL

These conditions of sale shall over-ride any terms or conditions sought to be incorporated in any way by the Buyer in the contract. In the event of the Buyer’s terms and conditions containing clauses which are inconsistent with or which purport to exclude the seller’s conditions in any manner, such clauses shall be of no effect and the seller’s conditions of sale shall prevail.