The following Conditions of Sale shall govern all transactions, except as otherwise specifically agreed in writing, between any member of the Robinson Group (“the Seller”) and the Buyer and/or confirmed on the Sales Order Acknowledgement issued by the Seller.  The Robinson Group means Robinson plc, any holding company of Robinson plc and all subsidiary companies of Robinson plc (or its holding company).

1. Contract

(a) Orders placed with the Seller require the Seller’s written Order acknowledgement before any contract arises. Subsequent forecasts supplied by the Buyer which exceed the quantity stated on the original order will be treated as an addition to that order.

(b) Any quotation in whatever form given to the Buyer is given subject to these Conditions and does not constitute an offer to sell.

(c) Contracts, once accepted, cannot be cancelled or amended by the Buyer except by mutual agreement and then only in terms which would fully indemnify the Seller.

2. Quantity variation

A shortage or surplus, not exceeding 5% of the order quantity, will be considered due execution of any contracts except as otherwise specifically agreed in writing between the Seller and the Buyer.  When an order calls for delivery by instalments for the purpose of this Clause, these instalments shall be aggregated.

3. Colour

The colour of the Goods shall be subject to reasonable variation.

4. Material provided by the buyer

(a) If the material is to be provided by the Buyer, the Buyer shall deliver the material in the quantities and at the times required by the Seller. Such quantities must include a sufficient excess to cover reasonable manufacturing losses. Excess material which is not used by the Seller in manufacturing the goods will be returned on request.

(b) All such material shall be of suitable quality, shall comply strictly with the specification, subject to tolerances, agreed between the parties and shall be delivered to the Seller free of charge, unless otherwise agreed, in a condition suitable for the manufacture of the goods.

(c) The Seller shall not be liable in respect of any defect in the goods which is attributable in whole or in part to defective material supplied by the Buyer and any such defect shall not entitle the Buyer to rescind the contract, reject the goods or make any deduction from the agreed price.

5. Tools

(a) The cost of tools will be charged to the Buyer. Tools means any dies, pattern, moulds or other tooling, jigs and fixtures provided for the purpose of manufacturing the goods being the subject of the order and not for any other purpose.

(b) Subject as is provided in paragraph 5 (c) below, tools provided by the Seller shall remain the property of the Seller notwithstanding that the whole or any part of the cost thereof may be borne by the Buyer.

(c) On the request made by the Buyer after having discharged his liabilities under the Contract, the Seller shall transfer such tools to the Buyer for a price to be agreed by the parties having regard to the maintenance and insurance costs borne by the Seller on the tools concerned.  Failing such agreement, the matter to be referred to a single arbitrator to act in accordance with the Arbitration Act 1950 or any statutory modification or re-enactment thereof for the time being in force.  The Arbitrator shall be mutually appointed by the parties, or failing such agreement, by the President for the time being of the Law Society.

(d) The Seller shall advise the Buyer when normal wear and tear has made maintenance or tool replacement necessary for continued satisfactory production and will, if reasonably possible, provide a cost estimate. Unless instructed otherwise by the Buyer, such maintenance or replacement will be to be carried out by the Seller as soon as is possible and the costs will be charged to the Buyer. In the event that the Buyer instructs the Seller to not maintain/ replace tools then the Seller may need to revise the contracted product specification/ tolerance, product availability and/or unit price and shall not entitle the Buyer to rescind the contract.

(e) The Seller shall have the right to destroy tools that remain unused on their premises for a period of 3 years after completion of the contract.

(f) Tools supplied by the Buyer will be held at the Buyer’s risk.  Every care will be taken to secure the best results where tools are supplied by the Buyer but responsibility will not be accepted for imperfect work caused by defects in the tools supplied.

6. Buyers requirements – labelling and printing

The Buyer shall be solely responsible for any matter which the Seller applies to the product on the instructions or at the request of the Buyer, and for any claim or proceedings made or brought by the third party arising therefrom.

This includes labelling, irrespective of whether the labels were sourced/ supplied by the Buyer and printing.

7. Machine-readable codes

(a) In the case of machine-readable codes or symbols the Seller shall print the same as specified or approved by the Buyer in accordance with the generally accepted standards and procedures.

(b) The Buyer shall be responsible for checking that the code or symbol will read correctly on the equipment likely to be used by those whom the code or symbol is intended.

(c) The Buyer shall indemnify the Seller against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Seller to comply with paragraph (a) above which is not attributable to error falling within the tolerances generally accepted in the trade-in relation to printing of this sort.

8. Quality

Whilst every effort will be made to supply goods in accordance with the specification of samples submitted or quoted for, the Contract is not a Contract of Sale by sample.

9. Delivery

(a) Where orders provide for a single delivery without specifying a date, goods shall be delivered and accepted within 14 days of them being ready.

(b) Where orders provide for deferred deliveries without specifying all the delivery dates, all the deliveries shall be accepted within 3 months of them being ready.

(c) Where orders are continually supplemented by Buyer supplied forecasts then deliveries shall be accepted within 28 days of the date on which they were originally shown to be required.

(d)  In the event of failure to accept any delivery, that delivery shall be immediately invoiced and storage costs charged to the Buyer, the goods being held at the Buyer’s risk.

(e) The Seller shall have the option of revising the delivery date or dates prior to manufacture if circumstances beyond the Seller’s control prevent the Seller keeping to the originally specified date or dates.

10. Passing of risk

Risk shall pass to the Buyer on the goods being tendered for delivery at the Buyer’s designated premises, or (if earlier) on delivery to the carrier nominated by the Buyer, or (where the goods are to be collected by the Buyer from the Seller’s works) on being loaded on to the vehicle of the Buyer or his agent.

11. Reservation of title

Until payment in full has been made by the Buyer of all sums owing or due to the Seller, whether in respect of purchases of the Seller’s goods or otherwise.

(a) All legal and equitable title to the goods (whether they remain in a severable state or become mixed with any other product) shall remain with the Seller, and the Buyer shall be entitled only to possession of the goods as bailee of the Seller.

(b) The Buyer shall have a licence to use the goods in the normal course of business provided always that to the extent that full payment as aforesaid shall have not been received by the Seller, the Buyer shall hold on trust for the Seller any proceeds of any sales of the goods and the benefit of all rights and claims under any contract for such sale.

(c) The Buyer shall at all times, so far as is reasonably practicable, store the goods in such a way that they are ascertainable as the separate property of the Seller.

(d) The above licence may at any time be terminated by written notice given by the Seller if the Buyer goes, or threatens to go, or is of the opinion of the Seller likely to go, into receivership or liquidation, and in such event, the Seller shall be permitted to enter any premises of the Buyer and repossess the goods.

12.   Intellectual property

All drawings, pack designs, concept samples, specifications and production processes except as expressly otherwise agreed in writing by the Seller, remain the property of the Seller.

13. Claims

(a) The Buyer must notify the Seller in writing of the non-receipt of any goods by the Buyer, within ten days of the invoice date and of any damaged goods within fourteen days of receipt, failing which, the Seller shall be under no liability in respect thereof to the Buyer.

(b) The Buyer shall hold the Seller indemnified against any loss or damage arising through failure by the Buyer to give the notification of nonreceipt or damaged goods within the time limits specified above.

(c) The return of goods will not be accepted unless the Seller or his representative shall first have had the opportunity of examining the same.

14. Product price variation

In the event of the Sellers raw material costs increasing The Seller will have the option to increase the order price accordingly, irrespective of whether the order has been acknowledged. The Buyer will be notified of such increases at least 7 days prior to the first delivery which will be subject to this increase.

If costs subsequently decrease then the price increase will be adjusted accordingly with the same notice period.

15. Statutory regulations

If the cost to the Seller of the performance of the contract/order shall be increased by reason of the making/changing after the date of the contract/order of any law or order or regulation having the force of law this cost shall be added to the prices agreed in the contract/order.

If due to these changes the cost increases were not known at the time of delivery then this cost can be retrospective, within 12 months, charged to the Buyer. The Buyer shall pay within normal payment terms.

This includes, amongst others, Import Tariffs/ Duties, Environmental Taxes/ Compliance and Minimum/Living Wage legislation but excludes taxation on profits

16. Payment

(a) Payment shall be made by the Buyer on or before 30 days from the date of invoice.

(b) The Seller reserves the right in the event of the failure by the Buyer to make any payment when it becomes due, to defer, or cancel any further deliveries and to charge interest based on the Late Payment of Commercial Debts (Interest) Act 1998.

17. Liability

(a) The Seller’s liability in respect of defective goods shall be to replace or, at its option, repair the same.

(b) The Seller shall not be liable for any indirect or consequential loss whatever and whether caused by its negligence or otherwise.

(c) The liability of the Seller whether in respect of defects in the goods, late or non-delivery or any other cause, and whether as a result of negligence or otherwise, shall be limited to the value of the goods supplied under the contract.

(d) Nothing herein shall exclude the liability of the Seller in respect of death or bodily injury caused by its negligence.

18. Force majeure

The performance of all contracts is subject to variation or cancellation by the Seller owing to an Act of God, war, riots or civil commotions, strikes, lockout or other trade disputes (whether or not involving employees of the Seller), fire, flood, drought, tempest, or other cause beyond the control of the Seller, or owing to any inability by the Seller to procure materials or articles required for the performance of the contract, and the Seller shall not be held responsible for any inability to deliver caused by such contingency.

19. Governing law

These Conditions and any contract subject to these Conditions shall be governed and construed in all respects in accordance with the Laws of England.