Terms and Conditions

CONDITIONS OF SALE

1. Definitions
In these conditions: the ‘Company’ means Rivertex UK Limited; ‘Goods’ means in respect of any order placed the item specified in such order; the ‘Buyer’ means the person firm or Company ordering the Goods.

2. Quotations and Prices
a) Quotations are given and orders are accepted by the Company subject to these conditions and these conditions shall prevail over any conditions appearing on the Buyer’s order form or other document. b) These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. c) Each order for Goods by the Buyer shall be deemed to be an offer to purchase Goods subject to these conditions. d) A quotation is for information only and is binding on the Company only if and to the extent that it is incorporated in an order that the Company has accepted in writing. e) The Company reserves the right to revise quotations and prices quoted in official confirmations, and acknowledgements and charge the price ruling at the date of dispatch plus taxes. f) Unless otherwise stated all prices quoted are exclusive of VAT.

3. Payment
a) The Buyer shall pay the Company for the Goods within 30 days from the month end date of the month of invoice. b) Where delivery is by instalments the Company may invoice the proportion of the contract price attributable to each instalment on or at any time after delivery of such instalment. c) Time of payment shall be of the essence. If payment is not received on or before the due date the Company, without prejudice to any other right or remedy available to it, may charge interest on the outstanding amount at the rate of four per cent per annum above Barclays Bank Plc base lending rate from time to time in force until payment is received. Interest shall accrue from day to day and be payable as well before as after any judgement. d) If any moneys due to Company are overdue the Company reserves the right without prejudice to any other rights or remedies available to suspend further deliveries under the contract or any other contract with the Buyer or to cancel any contract with the Buyer and the Company may recover the Goods in accordance with Clause 4. e) If the Company withholds delivery of Goods due to clause 3(d) cancellation of outstanding orders by the Buyer will only be accepted if the Buyer agrees to accept liability for and indemnify the Company against all costs incurred by the Company in the processing of any such orders.

4. Property and Title
a) No legal property in or beneficial ownership of the Goods shall pass from the Company to the Buyer unless and until full and complete payment has been received by the Company for the Goods. b) Until such time as the Company has received payment in full for the Goods the Buyer shall hold the Goods as bailee for the Company. Notwithstanding this condition the Goods are to be at the Buyers risk from the time specified in condition 5. c) So long as the Buyer remains bailee of the Goods the Buyer shall keep those Goods separate from any Goods which are the property of the Buyer and in such a manner that clearly distinguishes them as the property of the Company. d) In the event of a breach of 4 (c) of these conditions the legal and beneficial ownership of any of the Goods incorporated in other Goods before such payment shall nevertheless be and remain with the Company until such payment has been received. e) In the event of a breach of 4 (c) of these conditions proof of ownership shall rest with the Buyer. f) Without prejudice to any other rights the Company may have, the Company may at any time before the title in the Goods has passed to the Buyer recover or resell the Goods or any part of them, and may enter with or without vehicles upon the premises where the Goods are situated by means of the Company’s servants or agents for the purposes of such recovery, resale or examination of the Goods.

5. Delivery and Risk
a) The Goods are delivered to the Buyer when collected from the Company’s premises by the Buyer or on it’s behalf or, if some other place for delivery is agreed by the Company, by the Company delivering the Goods to that place. b) Risk in the Goods shall pass to the Buyer on delivery and the Goods shall remain at the Buyers risk notwithstanding any subsequent return or retaking of possession by the Company. c) The Company shall endeavour to keep delivery and shipment dates, but such dates are not to be treated as of the essence of the contract and the Company will not be responsible for any loss or damage which may result from late delivery. d) Any complaint of short delivery or damage to Goods in transit must be notified to the Company otherwise than upon a consignment/delivery note within 72 hours of receipt of the Goods. Any complaint of failure to deliver Goods invoiced must be notified within 14 days of the date of the invoice. e) If Goods supplied to the Buyer’s order are ready for delivery and the Buyer fails to take delivery at the time required by the contract the Company shall be entitled to: (i) Invoice such Goods forthwith and charge for handling and storage from the date of invoice to the date when the Buyer takes delivery or the Company disposes of the Goods. (ii) If the Buyer fails to take delivery within 30 days of the invoice, the Company shall be entitled to treat the contract as at an end and without prejudice to any other right it may have against the Buyer shall be entitled to resell the Goods. f) If the contract provides for delivery by instalments each instalment shall be deemed to be the subject matter of a separate contract and non-delivery or delay of any instalment shall not affect any other part of the contract or entitle the Buyer to repudiate the contract or reject any other instalment. g) If the Company is prevented from making delivery of the Goods or any part thereof on the agreed date of delivery by any cause whatsoever outside the Company’s control (including industrial or strike action) it shall be entitled as its option either to cancel the contract or to extend the time or terms for delivery by an equivalent period. h) The Buyer shall have no right to reject the Goods on the grounds of minor variations (/- 10%) from the quantity ordered or in shade, weight or dimensions.

6. Returns 
The Company accepts no liability whatsoever for Goods returned to it without its prior written agreement and such goods may be stored or re-dispatched at the Buyer’s risk and expense or a re-stocking charge may be made. 7 Warranties and liability a) Where the Company is not the manufacturer of the Goods the Company will endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company. b) The Company warrants that the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1994 and will be reasonably fit for any particular purpose for which the Goods are being purchased if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company. c) The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval. d) The Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment. e) Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within 2 working days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Company accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. Our responsibility for concealed defects is, in any event, limited to a period of 6 months from the delivery. f) Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these conditions, the Company shall be entitled to replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Company shall have no further liability to the Buyer. g) Subject as expressly provided in these conditions, 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. h) Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation. i) Subject to conditions (g) and (h) above:- (i) The Company’s total liability in contract tort misrepresentation or otherwise arising in connection with the performance or contemplated performance of this Contract shall be limited to the amount paid by the Buyer for the Goods (ii) The Company shall not be liable to the Buyer 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 indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the Buyer should arrange its own insurances accordingly. In the event that a court of competent jurisdiction shall find this exclusion in all the circumstances to be unreasonable then the Company’s entire liability for such loss damage costs expenses or other claims shall not exceed £50,000 j) 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 in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Company's reasonable control: (i) Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition, (ii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iii) import or export regulations or embargoes; (iv) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a third party); (v) difficulties in obtaining raw materials, labour, fuel, parts or machinery; (vi) power failure or breakdown in machine. 8. Other Conditions of Sale a) By ordering or accepting delivery of Goods from the Company the Buyer will be deemed to agree that these conditions take precedence over any other conditions contained in letter, order or the like received by the Company in connection with the Goods so ordered or delivered. b) No forbearance by the Company granted to the Buyer whether in respect of these general conditions or otherwise shall in any way affect or prejudice the rights of the Company against the Buyer or be regarded as a waiver of any of these general conditions. c) Subject to anything to the contrary contained in these conditions all contracts for the sale of paper, coated paper and boards shall be subject to the British Paper and Board Trade Customs for the time being in force. d) If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole of in part the validity of the other provisions of these terms and conditions and of the remainder of the provision in question shall not be thereby effected. e) The interpretation of performance of these Conditions of Sale will be governed by the Law of England and the parties submit to the exclusive jurisdiction of the English Courts