Terms & Conditions for the Sale of Goods
(FOR BUSINESS PURCHASES ONLY)
Ardagh Glass Limited is a company registered in England and Wales under company number 567801 with a registered office at Headlands Lane, Knottingley, West Yorkshire, WF11 0HP, United Kingdom. Our VAT number is GB698369654 and our trading name is Origo Glass.
These terms and conditions (Conditions) shall apply to the sale of goods by Ardagh Glass Limited t/a Origo Glass (us, our, we) to you and shall prevail over any terms and conditions proposed by you, including any terms and conditions included by you with the Order or as part of any other communication, and you waive any right you might otherwise have had to rely on such terms and conditions.
OFFER & ACCEPTANCE
- Our website will guide you through the steps you need to take to place an order (Order) with us. Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each stage of the order process. Minimum and maximum order quantities may be applicable.
- The goods displayed on our website are an invitation to treat, and are subject to availability. By placing an Order with us you confirm that you are acting as a business and not as a consumer. Your Order constitutes an offer by you to purchase the ordered goods subject to these Conditions.
- Once the goods are ready for despatch, we will confirm the delivery date and time by sending you a second e-mail containing a unique confirmation number. In the event that you do not take delivery of the goods at the agreed delivery date and time, the Contract shall be automatically terminated and we will refund the value of your Order less any costs incurred by us in performing the Contract and without any further liability towards you.
- Goods are delivered DDP (Incoterms 2010) to the delivery address indicated by you in the Order.
- You may only reject a delivery as a late delivery or assert any other claim based on delay if: (i) a binding delivery time has been expressly agreed in writing; and (ii) we fail to deliver within a reasonable grace period after such time of delivery.
- We will use our reasonable endeavours to deliver the quantity of goods which you have ordered, but shall be allowed to deliver quantities of goods up to 10% above or below the ordered quantity.
- If you do not notify us of your intention to reject a delivery in whole or part within the timescales set out in Clause 5.6 you shall be deemed to have accepted the goods.
- There may be occasions when your Order is delivered by instalments. Your right to reject a certain delivery, including without limitation as a result of the delivery being late or the delivered goods being defective, shall not extend to other deliveries subject to the same Contract as the rejected delivery.
- You shall own the goods and shall assume all risk in the goods from delivery.
PRICES & PAYMENT
- Prices displayed on our website are inclusive of delivery but exclusive of any other taxes, import duties and VAT. You will be charged VAT in addition, which will be notified to you during the ordering process.
- Payment for the goods must be made at the time of placing your Order. Our website will guide you through the payment process.
- Payment for the goods and any applicable delivery charges is made in advance. Your account will not be charged until your Order has been accepted.
- If we discover an error in the price of the goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the goods to you at the incorrect (lower) price.
- Subject to reasonable manufacturing variations and tolerances, upon delivery the goods shall comply with the product specifications set out on our website and shall be fit for use as a general beverage container. All warranties and representations as to the quality of the goods, their fitness for a particular purpose (other than as a general beverage container), their correspondence with description (including with promotional materials provided by us), their life or their wear, whether express or implied and whether on the basis of common law, statute, trade customs, conduct of the parties or otherwise, are hereby expressly waived and excluded to the fullest extent permitted by law. In particular, we make no warranty or representation on the compliance of goods with foreign legal regulations. It is your responsibility to ensure that the products meet your specific requirements. You acknowledge that it is your responsibility to review and validate the shelf life of the goods and ensure that any contents you place in the goods are suitable for storage in the goods.
- If the goods do not comply with the requirements set forth in Clause 5.1 (Non-Conforming Goods), and subject to clauses 5.3 – 5.10 (inclusive), we shall at our sole discretion either replace or repair the Non-Conforming Goods or refund their purchase price. Returns of Non-Conforming Goods shall require mutual agreement.
- Subject to Clause 5.10, we shall only be liable for damages and losses resulting from Non-Conforming Goods if:
- you use an adequate product traceability system;
- you have complied with its inspection and notice obligations pursuant to Clause 5.6; and
- a representative of Origo Glass has had the opportunity to inspect the Non-Conforming Goods.
- We shall not be liable for any defect, damage or loss caused by accident, neglect or improper use by you, your agents or your customers.
- You agree that the products shall be utilised only under the following conditions and that (subject to Clause 5.10) we will not be responsible for any claims related to any inconsistent use:
- products shall be conditioned to room temperature before use;
- head space of the product must not exceed 6% of its volume;
- maximum internal pressure generated by the product must not exceed 3.5 Bar;
- the Capping Head Load must not exceed 4000N (400kg).
- Immediately upon delivery, you shall inspect the goods. The Contract shall be deemed duly performed and the goods accepted, unless we receive a written complaint with detailed description of the defect or shortage, together with accompanying photographic evidence, within the following time periods:
- in respect of any shortage or defect within a seven (7) days after delivery; and
- in respect of any defect which is not apparent from a reasonable incoming goods inspection, within a reasonable period of time after such defect becoming apparent, provided that the goods shall be deemed accepted in any event if we have not received a complaint within three (3) months after their delivery.
- You acknowledge that any images or descriptions of the goods contained on our website may contain inaccuracies or errors, and we expressly exclude any liability for any such inaccuracies and errors to the fullest extent permitted by law. The material displayed on the website is provided “as is” and without any guarantees, conditions or warranties as to its accuracy.
- Subject to Clause 5.10, we shall not be liable for any unforeseeable, consequential, incidental, indirect, punitive or special damages or losses including, without limitation:
- loss of profits or revenues;
- loss of goodwill; and/or
- any third party claims against you arising out of or in connection with any such unforeseeable, indirect or consequential damages.
- Under the Contract our total and aggregate maximum liability to you shall be limited to the value of your Order.
- Nothing in these Conditions shall exclude or limit our liability in respect of:
- death or personal injury caused by the negligence or wilful misconduct of us, our employees or our agents;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979;
- breach of Section 2 of the Consumer Protection Act 1987; or
- any other liability which may not be excluded or limited by applicable mandatory law.
PROPERTY & INTELLECTUAL PROPERTY
All rights and title in and to any moulds, tools, designs, models, sketches, printing plates, screens, negatives, quality and production data and all other materials and information provided by us to you and/or used in the production and supply of the goods, including all intellectual property rights relating thereto, shall remain vested in us.
Each party shall keep all confidential information which it has obtained from the other party in connection with the Contract confidential. The confidentiality obligation shall not apply to information that (i) is required to be disclosed by law, court order or any governmental or regulatory authority, (ii) is already known to the receiving party at the time of disclosure by the disclosing party, or (iii) is or becomes generally available to the public other than through any act or omission of the receiving party in breach of Contract. Further, we shall be entitled to disclose confidential information as provided for in clause 8.1 and in connection with an initial public offering, a financing, a sale of shares in, or, the assets of Ardagh Glass Limited and/or any of its affiliates.
- We may at any time and without notice transfer all or any part of its rights under the Contract, including, without limitation, its payment claims thereunder, to any other party including a reputable provider of finance and/or may transfer all or any of our obligations thereunder to any other entity within the Ardagh group. In connection with any such transfer we may disclose to the transferee and any third party having a legal interest in the transferee or the transfer the terms of the Contract and such other information as is necessary for the transferee or such third party to understand the terms of our rights or obligations and to exercise or fulfil them, as the case may be.
- You shall not be entitled to assign or transfer any of its rights, benefits or obligations under the Contract without our prior written consent.
If our performance of the Contract is interrupted or restricted by war, terrorism, riot, mechanical or computer failure, lock-out, strike or other industrial or labour dispute, fire, lack of materials or supplies, transport network failure, or any other cause beyond our reasonable control, we may at our sole discretion suspend or terminate the Contract in whole or in part or delay performance without being liable for any loss, damage or expense arising from such suspension, termination or delay.
COMMUNICATIONS BETWEEN US
Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be sent by e-mail from or to:
- A notice or other communication shall be deemed to have been received one business day after transmission.
- In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- A person who is not a party to the Contract shall have no right under any statutory provisions (including without limitation the Contracts (Rights of Third Parties) Act 1999) to enforce any of its terms.
- Each of the provisions of the Contract is severable. If, and to the extent that, any of the provisions is or becomes invalid, ineffective or unenforceable under the law of any jurisdiction, then it shall apply with the minimum changes necessary to make it valid, effective or enforceable, and neither the validity, effectiveness and enforceability of the provision under the law of any other jurisdiction, nor the validity, effectiveness and enforceability of any other provision, shall be affected as a result of this clause 13.2.
- The Contract sets out the whole agreement between us and supersedes any previous draft, agreement, arrangement or understanding between them relating to its subject matter. Neither party shall have any claim or remedy arising in connection with any statement, representation, warranty or undertaking made by or on behalf of the other party that is not expressly set out in the Contract. Except for any liability in respect of a breach of the Contract, no party shall owe any duty of care or have any liability in tort or otherwise to the other party in relation to the subject matter of the Contract.
- The rights and remedies of each party under the Contract are cumulative and are in addition to its rights and remedies provided by law.
- No failure to exercise, or delay in exercising, any right under the Contract or provided by law shall affect, or operate as a waiver of, that right. The single or partial exercise of any right under the Contract or provided by law shall not prevent any further exercise of it.
- Nothing in the Contract shall constitute a partnership between the parties nor make either party the agent of the other party for any purpose.
- Any express reference to an enactment or statutory provision includes references to that enactment or statutory provision as it is from time to time amended, consolidated or re-enacted.
GOVERNING LAW & JURISDICTION
- The Contract, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and interpreted in accordance with, the laws of England and Wales, excluding the conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.
- The Courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with the Contract.
To contact us please email email@example.com or call +44 (0) 1977 635330.