APPLICATION AND ENTIRE AGREEMENT

1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer) from Vebro Polymers UK Limited a company registered in England and Wales under number 12261265 whose registered office is at Argyle House, Stanley Green Trading Estate, Epsom Avenue, Handforth, Wilmslow, Cheshire SK9 3RN (we or us or Supplier).
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

DEFINITIONS

1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
2. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
3. Words imparting the singular number include the plural and vice-versa.
4. The description of Goods is set out in our sales documentation, unless expressly changed in our quotation, Order or invoice to which these Conditions relate. In accepting the quotation, you acknowledge you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documentation are intended as a guide only.

BASIS OF CONTRACT

1. Quotations issued by the Company are invitations to treat only not offers. A quotation shall be valid for a period of 60 working days from its date of issue.
2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions.
3. No Order shall be accepted and binding on the Company unless it is confirmed by the Company returning to the Customer a written acknowledgement of Order or submitting an invoice.

PRICE OF GOODS

1. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in writing. If no price is quoted, the price will be as set out in the Company’s published price list in force as at the date of delivery.
2. All prices are subject to variation and the prices payable for Goods shall be the prices current at the date of despatch of the Goods and confirmed by the Company on order acknowledgement. In the case of an Order for delivery or performance by instalments, the price payable to each instalment shall be the price current at the date of despatch or performance of each instalment.
3. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rat es or duties, or changes to delivery rates, we can increase the Price prior to delivery.
4. Any increase in the Price under the clause above will only take place after we have told you about it.
5. The Price is exclusive of fees for transportation / delivery.
6. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

PAYMENT OF GOODS

1. We will invoice you for the Price either:
   1. On or at any time after despatch of the Goods; or
   2. Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have notified you that the Goods are ready for collection or we have tried to deliver them.
2. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
3. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
4. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 5% per annum above the based rate of the Bank of England from time to time on the amount outstanding until you pay in full.
5. Time for payment will be of the essence of the Contract between us and you.
6. All payments must be made in British Pounds unless otherwise agreed in writing between us.
7. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding payment of any such amount in whole or in part.
8. In the case of delivery by instalments, each instalment shall be deemed to be the subject of a separate contract and payment shall be made as in accordance with the previous provisions for each instalment.
9. If in the case of an order for delivery or performance by instalments, default is made in payment on the due date in respect of any instalment the Company shall have the right to terminate the Contract by notice in writing to the Customer.

RETURNS

1. The Company reserves the right to accept or reject the return of any Goods.
2. In the event that the Company decides to accept the return of such Goods, the Company reserves the right to apply a handling charge in addition to any associated carriage charges.
3. Non-standard products, colours or pack sizes are non-returnable.

ORDER CANCELLATIONS

1. Once a Sales Order Confirmation has been issued, the order shall be deemed binding and cannot be cancelled, amended, or revoked by the Buyer without the prior written consent of the Seller.
2. The Seller reserves the right to refuse any request for cancellation and, where permitted, may apply reasonable cancellation or restocking charges at its sole discretion.

DELIVERY & PERFORMANCE

1. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
2. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
3. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8am to 8pm.
4. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
   1. Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance: and / or
   2. Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and / or
   3. After 10 business days resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
5. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
6. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
7. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.

INSPECTION AND ACCEPTANCE OF GOODS

1. You must inspect the Goods on delivery or collection.
2. If you identify any damages or shortages, you must inform us in writing within 2 days of delivery and provide a claim in writing within 7 days after notification as above.
3. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
4. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
5. We will be under no liability or further obligation in relation to the Goods if:
   1. You fail to provide notice as set above: and / or
   2. You make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and / or
   3. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and / or
   4. The defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
   5. You bear the risk and cost of returning the Goods.
   6. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 2 days after delivery.

RISK & TITLE

1. The risk in the Goods will pass to you on completion of delivery.
2. Title to the Goods will not pass to you until we have received payment in full (cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
3. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
4. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

SPECIFICATIONS AND TECHNICAL DATA SHEETS

1. The Supplier accepts no responsibility for liability claims based on the suggested practises and data values listed on system data sheets. System Data Sheets are regularly updated, and it is the user’s responsibility to ensure they obtain the most recent version. The most recent versions can be found at http://www.vebropolymers.com

TRADEMARKS

1. The Customer undertakes to respect all trademarks of the Company and in particular where any such trade mark is on Goods supplied it undertakes:
   1. not to alter remove or obliterate trademarks either partly or wholly;
   2. not to apply any other trademark to the Goods; and
   3. not to apply to the Goods any other matter in writing that is likely to injure the reputation of any trademark of the Company.

NO WAIVER

1. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

SEVERANCE

1. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY

1. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

DATA & PROTECTION

1. When providing the Goods to the Buyer, the Seller may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Buyer.
2. The parties agree that where such processing of personal data takes place, the Buyer shall be ‘data controller’ and the Seller shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
3. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
4. The Seller shall only Process Personal Data to the extent reasonably required to enable it to provide the Goods as mentioned in these terms and conditions or as requested by and agreed with the Buyers, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.
5. The Seller shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors or advisors on a strict “need-to-know” basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
6. The Seller shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Seller on behalf of the Buyer. Further information about the Seller’s approach to data protection are specified in its Data Protection Policy. For any enquiries or complaints regarding data privacy, you can email: mark@vebropolymers.com

LAW & JURISDICTION

1. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.