Terms & Conditions

Article 1 - General

The General Terms and Conditions of Sale contained herein ("General Conditions"), shall apply to 1) all offers, quotations, order conformations issued by A&O FilmPAC Ltd ("Supplier") and 2) all Agreements as hereinafter defined between Supplier and any (prospective) Buyer ("Buyer"). Supplier only accepts Purchase Orders for any products and/or services, subject to the General Conditions.
"Order Confirmation" shall mean the written confirmation by Supplier to sell or supply to Buyer the products and/or services described therein. "Purchase Order" shall mean the written order by Buyer to purchase from Supplier any products and/or services.
Only the issuance of an Order Confirmation by Supplier in response to a Purchase Order shall constitute an agreement, which is binding on Supplier and Buyer ("Agreement").
Supplier may withdraw its offers and quotations without notice at any time before an Agreement between Supplier and the Buyer comes into existence.
Cancellation of a Purchase Order and products and/or services returned for credit shall not be accepted. Purchase Order shall be deemed binding on the Buyer and open for acceptance by Supplier for the validity period specified therein, or if not specified therein, for a period of 180 days from the issue date. Unilateral cancellation by Buyer within such period shall not be valid.
Upon entering into an agreement with Supplier, Buyer is deemed to have accepted the General Conditions as an integral part of the Agreement. Unless Supplier expressly agrees otherwise in writing, the General Conditions prevail over any conflicting or additional terms or conditions stipulated or referred to by Buyer.

Article 2 - Prices

All of Supplier's offered, quoted, published or notified prices are non-binding and are subject to alteration at any time without prior notice and in particular may be altered to reflect any increase in cost to Supplier caused by the imposition or levying by any government or other authority of any country of any import or other duty, tax or charge.
All prices are quoted exclusive of taxes, packaging and carriage and based upon delivery "Ex Works", according to the Incoterms 2010.
All sales shall be invoiced inclusive of taxes and levies. If Supplier complies with any request to make any deliveries with exemption from taxes and/or levies, Buyer bears full responsibility and risk with respect to such deliveries and any related documents prepared by Supplier. Buyer shall compensate all of Supplier's taxes, costs, expenses and fines arising from any incorrect or insufficient provision of documents or information or other irregularities relating to such taxes and/or levies, even in case of any mistakes, errors or circumstances being attributable to Supplier.

Article 3 - Terms of Payment

All payments shall be made in accordance with the Order Confirmation. The sales price of the products and/or services is to be received by Supplier no later than the due date of the invoice. Supplier has at all times the right to claim full or partial payment in advance and/or to otherwise obtain security for payment.
Neither disputes arising under any Agreement, nor occurrences beyond the control of Supplier nor the notification by Buyer of any claims or demands with respect to any deliveries shall affect Buyer's payment obligations under any Agreement.
Supplier may charge interest on any overdue payments in accordance with the provisions of Late Payment of Commercial Debt (Interest) Act 1998 where the Buyer is based in Great Britain. Any other Buyer will be charged interest at 8% above the Bank of England base rate. Buyer will also be liable for all judicial and extra judicial collection costs. The provisions set forth in this Article 3.3 are without prejudice to any other rights Supplier may have pursuant to any laws or any agreement.

Article 4 - Retention of Title

Title of ownership of all products supplied by Supplier shall not pass to Buyer until settlement in full of the sales price and all other sums due to Supplier.
Supplier may at any time repossess the products by notice to Buyer, if Buyer is in default in the payment of any sum whatsoever due to Supplier (whether in respect of the products supplied) or services rendered at any time by Supplier to Buyer or for any reason whatsoever (or if the Supplier has bona fide doubts to the solvency of Buyer).
Buyer's right to possession of the products shall terminate immediately in case Buyer is declared insolvent, bankrupt or is liquidised or in case Buyer has a receiver, administrative receiver, bankruptcy administrator or any other remedial step imposed under the governing laws of the country, state or province of the jurisdiction in which the Buyer is located, appointed over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if Buyer shall enter into any voluntary arrangements with its creditors or any other form of insolvency.
Upon the determination of Buyer's right to possession of the products under Article 4.2 and 4.3 Buyer shall place the products at the disposal of Supplier who shall be entitled to enter upon any premises of Buyer for the purpose of removing such goods.

Article 5 - Delivery

The Incoterms 2010 or its subsequent modifications published by the International Chamber of Commerce, and any specific product delivery conditions stated on the Order Confirmation, shall apply to all deliveries made under the Agreement. In case of any conflict between Incoterms and any terms of the Agreement the latter shall prevail.
Supplier will make every endeavour to deliver products and/or services on the date stated on the Order Confirmation, but Supplier shall not be liable for failure to do so for any reason. Supplier is entitled to make partial deliveries.
Supplier's weight and measurements shall govern unless proven to be incorrect.
Buyer shall inspect the products and/or services immediately on quality and quantity upon delivery thereof by Supplier. Buyer signing of delivery note, or other similar document, shall be deemed acceptance of the quantity received being as stated on that signed document.

Article 6 - Risk

Risk of loss and damage to the products shall pass to Buyer upon delivery by Supplier.

Article 7 - Micron Size and Colour

Supplier cannot guarantee exact micron size which is in any event a mean and shall be deemed to have fulfilled its obligations under the Agreement by delivery of products with a mean micron size within normal trade tolerances.
Whilst Supplier will take all reasonable steps to try to match colour this cannot be guaranteed and the Agreement shall be deemed to have been performed by delivery of products of the general shade of colour stipulated.

Article 8 - Health Risk and Safety

Buyer acknowledges that the products to be supplied under any Agreement may be hazardous to the human health and/or the environment.
Buyer shall familiarise itself with, and shall be responsible to keep itself, as well as all persons involved in the handling of the products, as from delivery thereof by Supplier, fully informed with regard to the nature of any such health and/or environmental risks and with regard to the proper and safe handling of the products.

Article 9 - Loss or Damage

Notification of non-delivery of products and/or services as well as any visual damage to products must be made by the Buyer to the Supplier expressly in writing and such notification must be in addition to any statements on the Delivery Note rejecting delivery or qualifying Buyer's acceptance of any delivery and must be made within five days from the date such products or services were offered for delivery. If no such notification is received by Supplier within such time limit, all products and/or services shall be deemed delivered in the agreed quantity, free from visual damage.

Article 10 - Warranty

Supplier warrants that the products and/or services supplied shall at the time of delivery conform to the technical specifications set forth in the Order Confirmation and in particular to those relating to colour and micron size. Supplier gives no other warranties or conditions (whether express or implied by statute or common law or arising from conduct or a previous course of dealing or trade custom or usage or otherwise howsoever) as to the quality of the products and/or services and their fitness for any particular purpose (even if that purpose is made known expressly or by implication to the Supplier).

Article 11 - Warranty Defective Products

Within thirty (30) days of the receipt of the products and/or services, Buyer shall notify Supplier in writing of any non-conformity with the specifications. In the absence of such timely notification Buyer shall be deemed to have accepted the products and/or services and any claims based on non-conformity with the agreed specifications shall be deemed waived.
Where timely notification is made in accordance with article 11.1 and the products and/or services do not conform to the specifications at the time of delivery, Supplier shall at its expense either replace any quantity of returned non-conforming products by a corresponding quantity of products meeting the specifications, or, at Supplier's option, credit Buyer for the invoice value of the returned non-conforming products, or, in case of non-conforming services only, re-perform such services so that they meet the specifications.

Article 12 - Limitation of Liability

Supplier's liability in respect of any quality defects of any products and/or services supplied hereunder, whether arising from the provisions of any Agreement or arising from any non-contractual obligations, shall be limited to the remedies set forth in Article 11.2. Supplier shall not in any circumstances be liable for any indirect, consequential or incidental loss or damage of any kind whatsoever (including without limitation loss of profits or revenue).

Article 13 - Force Majeure

Supplier will not be responsible for any delay or failure to fulfil any term or condition of any Order Confirmation, Agreement or other contractual obligations to the extent such delay or failure is caused by or results from any other event which is beyond the control of Supplier, including but not limited to (i) strikes, labour disturbances, (ii) unavailability or shortage of raw materials or auxiliary materials, (iii) transportation problems, (iv) in cases, where Supplier itself is not the manufacturer of any product sold to buyer, failure by its regular supplier for any reason to supply such product as well as modification of such product by the manufacturer which was not foreseen by Supplier at the time of the offer, quotation or Order Confirmation.

Article 14 - Confidentiality

Any technical, commercial, economic and other information and data concerning Supplier's business, including without limitation its formulas, product specifications, services, plans, programmes, products, costs, operations and customers, which may come within the knowledge of Buyer, its affiliates, officers or employees in the performance of the agreement and shall not be used by Buyer except for the benefit of Supplier in the furtherance of the Agreement and shall not be disclosed to others, including governmental agencies or other authorities during or subsequent to the term of the Agreement without in each instance securing the prior written consent of Supplier. Any such information provided by Supplier to Buyer in writing or other tangible media shall be returned to Supplier either upon Supplier's first request or upon termination of the Agreement.

Article 15 - Governing Law/Disputes

Any agreements and documents to which these General Conditions apply shall be exclusively governed by the laws of England and Wales.
Any disputes arsing from any agreements or documents to which these General Conditions apply shall be exclusively submitted to the competent courts in England and Wales.
Applicability of the United Nations Convention on the International Sale of Goods (CISG, 1980) is explicitly excluded.