Terms and Conditions of Advertisement & Partner (Supplier) Sale
(Partner Operating Agreement)
1.1 In these Terms:
“Advertisement” means the advertisement based on the details up-loaded by the Partner (Supplier) to the website;
“Advertised Goods” means those goods of the Partner (Supplier) advertised for sale on the Website;
“Advertised Price” means the price of the Advertised Goods as stated in the Advertisement;
“Advice of Sale” means Plastic-Sheet’s purchase order/confirmation of sale, which will confirm the amount of Goods ordered, the Price, agreed commission and VAT, the delivery details, packaging and labelling requirements and any other relevant information;
“Buyer” means the buyer of Goods
“Contract” means the contract for the sale and purchase of the Goods;
“Goods” means the goods (including any instalment of the goods or any part of them) described in the Advice of Sale;
“Plastic-Sheets” means Plastic Sheets Limited registered in England No 6536942.
“Price” means the price of the Goods;
“Specification” includes any plans, drawings, data or other information relating to the Goods;
“Supplier” means the Partner business or person registered with Plastic Sheets and so described in the Advice of Sale. In the context of Plastic Sheets, the term Partner and Supplier are deemed to refer to the same entity;
“Terms” means the standard terms of purchase set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between Plastic-sheets and the Partner (Supplier);
“Website” means Plastic-sheets’ website www.plastic-sheets.co.uk
“Writing”, and any similar expression, includes facsimile transmission and comparable means of communication and electronic mail;.
1.2 Any reference in these Terms to a statute or a 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 their interpretation.
2 Background to the Agreement
2.1 Plastic-sheets has developed and set up the Website to provide a platform for the buying and selling of defined sizes of plastic materials, sheets and other products;
2.2 Plastic-sheets will advertise for sale on the Website appropriate materials and sheets, such as ABS, HIPS and Polypropylene, together with other products, the precise details of which will be provided by the Supplier;
2.3 Website users will place an order with Plastic-sheets who will subsequently forward an order from that product from the Supplier;
3 Basis of Agreement
3.1 The Partner (Supplier) will apply to become a supply partner by completing the on-line registration form. Plastic-sheets will confirm the approval of Partner status and grant the supplier access to the Website to up-load and maintain their products for sale. For the avoidance of doubt, the ultimate decision to advertise the goods on the Website is entirely Plastic-sheets’ who reserve the right to remove products from the Website or refuse to advertise the goods for whatsoever reason;
3.2 If Plastic-sheets confirms the Suppliers Partner Status it shall grant the supplier access to the Website to advertise the goods on the Website and, at its sole discretion, process orders for the Advertised Goods (or any part thereof) in accordance with these Terms.
3.3 Nothing in these Terms shall oblige Plastic-sheets to process an order for the Advertised Goods unless and until Plastic-sheets sends an Advice of Sale to the Partner (Supplier).
3.4 By applying to become a supply partner to Plastic-sheets you are deemed to have accepted these Terms which shall apply to the Advertisement and Contract to the exclusion of any other terms including those of the Supplier.
4 Agreement to Advertise
4.1 Plastic-sheets agrees to advertise the Supplier’s product on their Website in the standard form as laid out therein. Plastic-sheets agrees to place the Advertisement on the Website until it is withdrawn by the Supplier, sold or for a period of [8 weeks] (whichever date be sooner) after which Plastic-sheets will, at its sole discretion, decide wither the Advertisement shall remain on the Website for a further period. [Should the Advertisement be removed from the Website after this period of 8 weeks then Plastic-sheets will inform the Supplier within 7 days of such removal].
4.2 The Supplier shall notify Plastic-sheets within two hours of the product becoming unavailable for sale for whatever reason.
4.3 The Supplier confirms that the details of the Advertised Goods up-loaded to the Website are true and accurate to the best of their knowledge and does not infringe any third party rights.
4.4 The Supplier grants to Plastic-sheets a non-exclusive, world-wide, irrevocable, royalty free, perpetual licence to use any information you provide to Plastic-sheets, whether up-loaded to the Website or otherwise;
4.5 Plastic-sheets accepts no liability whatsoever in respect of any error or omission in the Terms of the Advertisement as published on the Website.
The Supplier acknowledges that the Advertised Price of the Goods will be the price of the Advertised Goods as detailed on the Website and will be subject to the deduction of Plastic-Sheets commission at the agreed rate.
4.6 The Supplier acknowledges that the carriage charges displayed on the Website are acceptable. Plastic-Sheets will provide details of their preferred carrier, but the Supplier is free to make their own arrangements, albeit that the carriage rates advertised on the Website shall prevail. In exceptional circumstances, specifically agreed carriage rates for unusual packages, may be allowed, but only with the prior approval of Plastic-Sheets.
5 Agreement to Process Orders
5.1 Plastic-sheets shall process orders for the Goods in accordance with these Terms;
5.2 The Contract will be formed by the receipt by the Supplier of the Advice of Sale. The Supplier undertakes to advise Plastic-Sheets in writing within 12 hours of receipt of the Advice of Sale if the contract cannot be fulfilled..
6.1 The quantity, quality and description of the Goods shall, subject as provided in these Terms, be as specified by the Supplier when they up-load details to the Website.
6.2 The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging and packing of the Goods.
6.3 If as a result of inspection or testing Plastic-sheets is not satisfied that the Goods will comply in all respects with the Contract, and so informs the Supplier within seven days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance.
6.4 The Goods shall be marked in accordance with Plastic-sheets’ instructions as set out in the Advice of Sale and any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course.L2-024
6.5 Upon request, the Supplier shall at their own expense, make every effort to supply a representative sample of the material involved, to Plastic Sheets Ltd. This should be not smaller than 5 cm sq.
7 Price of the goods
7.1 The Price of the Goods shall be as stated on the Website and confirmed in the Advice of Sale (determined in accordance with clause 4.6) unless otherwise so stated, shall be:
7.1.1 Exclusive of any applicable value added tax (which shall be payable at the current rate) and
7.1.2 inclusive of all charges for packaging, packing and any duties, imposts or levies other than value added tax.
7.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of Plastic-sheets.
8 Terms of payment
8.1 Plastic Sheets will pay the Supplier by BACS (or similar means) and advise the Supplier of such payment, by way of a Remittance Advice, with each transaction being identified by the unique Plastic Sheets order number.
8.2 Unless otherwise stated in the Order, Plastic-sheets shall pay the Price of the Goods on the latest of:
8.2.1 30 days after the end of the month of acceptance of the Goods in question by the Buyer
8.2.2 The date for payment agreed between the Plastic-sheets and the Supplier.
8.3 Plastic-sheets may set off against the Price any sums owed to Plastic-sheets by the Supplier.L2-026
9.1 The Supplier is responsible for the delivery of the Goods to the Buyer in good condition
9.2 The Supplier will pack Goods in such a manner that they will arrive with the Buyer in good condition. The Supplier undertakes to pack the Goods at least to the minimum standard advised by Plastic Sheets. The packing tape used to seal the consignment, shall be that supplied by Plastic-Sheets.
9.3 The Supplier shall download and print from the Website, the delivery note relating to the order. This must be packed with the Goods. Failure to do so, may result in payment(s) being withheld.
9.4 If the Supplier uses a carriage provider other than that recommended by Plastic Sheets the rates of carriage shown on the advice of sale shall prevail over those actually paid by the Supplier (see 4.7 above).
9.5 The Buyer may reject any Goods which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Buyer has had a reasonable time not to exceed 3 working days, to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
10 Risk and Property
10.1 Risk of damage to or loss of the Goods shall pass to the Buyer on collection of the Goods by the Supplier’s carrier in accordance with the Contract.
10.2 The property in the Goods shall pass to Plastic-sheets on collection, unless payment for the Goods is made prior to delivery, when it shall pass to Plastic-sheets once payment has been made and the Goods have been appropriated to the Contract.L2-028
11 Warranties and liability
11.1 The Supplier warrants to Plastic-sheets that the Goods:
11.1.1 will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier in Writing at the time the Order is placed;
11.1.2 will be free from defects in design, material and workmanship (unless specifically described otherwise);
11.1.3 will correspond with any relevant Specification or sample and in particular the stated dimensions of the Goods are accurate to within +/- 1cm; and
11.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods.
11.2 Without limiting any other remedy, if any Goods are not supplied in accordance with the Contract, then Plastic-sheets shall be entitled:
11.2.1 to require the Supplier to repair the Goods or to supply replacement Goods in accordance with the Contract within seven days; or
11.2.2 at Plastic-sheets’ sole option, and whether or not Plastic-sheets has previously required the Supplier to repair the Goods or to supply any replacement Goods, to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the Price which has been paid.
11.3 The Supplier shall indemnify Plastic-sheets in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by Plastic-sheets as a result of or in connection with:
11.3.1 breach of any warranty given by the Supplier in relation to the Goods:
11.3.2 any claim that the Goods infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by Plastic-sheets;
11.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;
11.3.4 any act or omission of the Supplier or its employees, agents or sub-contractors in supplying or packaging the Goods;
11.4 Neither the Supplier nor Plastic-sheets shall be liable to the other or be deemed to be in breach of the contract by reason of any delay in performing or any failure to perform any of its obligation in relation to the Goods if the delay or failure is beyond that party’s reasonable control. Including, without limitation, strikes, lockouts and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
12.1 Plastic-sheets may cancel the Contract in respect of all or part only of the Goods and by giving notice to the Supplier at any time prior to delivery collection in which event Plastic-sheets’ sole liability shall be to pay to the Supplier the Price for the Goods in respect of which Plastic-sheets has exercised its right of cancellation, less the Supplier’s net saving of cost arising from cancellation.
12.2 Plastic-sheets may terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if:
12.2.1 the Supplier makes any composition or voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) enters into administration or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction)or a moratorium comes into force in respect of the Supplier (within the meaning of the Insolvency Act 1986); or
12.2.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or
12.2.3 the Supplier ceases, or threatens to cease, to carry on business; or
12.2.4 Plastic-sheets reasonably apprehends that any of the events mentioned above is about to occur in relation to the Supplier and notifies the Supplier accordingly.L2-030
13.1 The order is personal to the Partner (Supplier) and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
13.2 A notice required or permitted 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 or such other address as may at the relevant time have been notified under this provision to the party giving the notice.
13.3 No waiver by Plastic-sheets of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
13.5 Except for our affiliates, directors, employees or representatives, a person who is not a party to this Agreement has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
13.6 The Contract shall be governed by the laws of England, and the Partner ( Supplier) agrees to submit to the non-exclusive jurisdiction of the English courts.
13.7 The Partner (Supplier) shall not solicit trade direct with the Buyer for Goods advertised on the Website.