Terms of Purchase

 

ALTO PACKAGING LIMITED – STANDARD TERMS OF PURCHASE

1. In this agreement, "Buyer" means Alto Packaging Limited and "Seller" means the person whose name appears on the face of an order issued by the Buyer (an "Order") as the person from whom the goods or services (as applicable) are ordered.
2. Acceptance:  Any acceptance of an Order or any delivery made or service performed pursuant to an Order shall constitute acceptance of the terms of purchase contained in the Order and any additional terms specified in writing by the Buyer on the face of the Order.  Those terms, together with any terms implied by law, shall constitute the entire agreement between the Buyer and the Seller in respect of the Order.  This contract may not be added to or varied except with the prior written consent of the Buyer.
3. Price:  The prices specified in the Order, or applying at the time of the
Order, will apply without change unless authorised by the Buyer in writing.
4. Payment:  The Buyer shall pay the purchase price of the goods or services (as applicable) 32 days following the month of invoice or as agreed with the Seller.
5. Charges:  There will be no charges other than those specified on the face
of the Order.  Unless otherwise specified in the Order, all packing, cartage and other costs of delivery and all taxes and other duties shall be at the cost of the Seller.
6. Confidential Information:  All specifications or other information provided by the Buyer to the Seller in connection with the Order is confidential to the Buyer and shall be used by the Seller solely for the purposes of performing its obligations under the Order or any other written agreement between the Seller and the Buyer and shall remain the property of the Buyer and be returned to the Buyer on demand.
7. Inspection:  The Buyer may, in the case of goods manufactured by the Seller, inspect, at the Seller's premises, all materials and goods used in the course of manufacture and prior to delivery to the Buyer.  No such inspection shall constitute an acceptance or approval of the goods or their compliance with the terms of the Order or affect the Buyer's right to reject any goods at any time thereafter for any failure to comply with any terms of the Order.
8. Delivery:  Delivery shall be made by the dates and to the places specified in the Order.  Time shall be of the essence in relation to any time for delivery of goods or performance of a service specified in the Order.
9. Risk and property:  Risk of loss or damage to the goods from any cause whatsoever shall remain with the Seller and shall not pass to the Buyer until delivery of the goods to the place of delivery.
Property in all goods shall pass from the Seller to the Buyer upon delivery except where payment is due and made prior to delivery, in which event property in such goods shall pass to the Buyer as soon as payment is made.
10. Cancellation:  The Buyer may cancel an Order or any part thereof at any time by giving written notice to the Seller to that effect.  Except where such cancellation is due to any breach by the Seller of any of the terms of the Order, and subject to clause 11, in the event of cancellation the Buyer will pay to the Seller:
(a) if the Seller holds finished goods and the time for delivery of those goods is not more than 30 days after the date of the cancellation, the full purchase price of such goods.  Such payment is to be made on delivery of the goods on the delivery date;
(b) if the Seller holds raw materials or has placed orders for raw materials which cannot be cancelled and such raw materials have been purchased or ordered solely for the purpose of the Order and can only be used for such purpose, the cost to the Seller of such raw material; and
(c) if the Seller holds goods other than raw materials or finished goods which have been produced solely for the purpose of the Order, the actual cost to the Seller of such goods.
11. Disposal of goods:  The Seller will take reasonable steps to reduce the payment made by the Buyer pursuant to clause 10 by allowing the Buyer to deduct the fair value of any of the goods or materials which the Seller may be able to re-use, sell or otherwise dispose of but the Seller will not dispose of such goods or materials without the prior written consent of the Buyer.
12. Warranties:  The Seller warrants that:
(a) all goods supplied and all services performed will comply strictly with all specifications forming part of the Order and with all other terms of the Order and that such goods and services will be fit for the use intended by the Buyer; and
(b) the sale of the goods or the delivery of services covered by the Order to the Buyer will not infringe any patent, trademark, copyright or registered design.
13. Defective goods:  The Buyer may reject any goods failing to comply with the terms of the Order.  Any rejected goods may be returned at the cost of the Seller, with any moneys paid by the Buyer to be repaid immediately by the Seller.  The rejected goods shall upon rejection become the property of the Seller, and, if held by the Buyer, will be held at the Seller's risk.  Any rejected goods marked or identified by the Buyer's trademark shall not be sold or otherwise disposed of by the Seller while so marked or identified.
14. Site rules:  When entering the Buyer's premises, the Seller shall comply with any on-site regulations imposed by the Buyer, such regulations to be notified by the Buyer to the Seller in advance.
15. Indemnity:  The Seller agrees to indemnify the Buyer for any liability incurred by the Buyer arising out of any breach by the Seller of its obligations under any Order or any other act or omission on the part of the Seller, and under any legislation, regulation, bylaw, code or standard.  This includes liability incurred under the Consumer Guarantees Act 1993 where any goods supplied by the Buyer (whether directly or indirectly) to a consumer fail to comply with the guarantees contained in the Act due to:
(a) any defect in goods supplied by the Seller to the Buyer; or
(b) any representations (whether written or verbal) made by the Seller or any of its employees or agents to the Buyer in relation to goods supplied (including any representation made on any packaging or product information and any representation as to the fitness for purpose of the goods); or
(c) failure by the Seller to provide any product information which should reasonably have been supplied to the Buyer.
16. Set-Off:  The Buyer may set-off any sums due to the Seller against the costs and expenses resulting from any breach by the Seller of its obligations under any Order and any losses sustained as a result.
17. Waiver:  A waiver by the Buyer of any specific defaults by the Seller shall not constitute a waiver of any other terms of an Order.