Terms & Conditions

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SECOND LIFE PRODUCTS WALES LIMITED TERMS AND CONDITIONS
OF SALE

1. INTERPRETATION
   1.1 The definitions and rules of interpretation in this condition apply in these
   conditions.
   Buyer: the person, firm or company who purchases the Goods from the
   Company.
   Company: Second Life Products Wales Limited (CRN 07187408) r/o FforchEgel Farm Rhiwfawr Swansea SA9 2SE
   Contract: any contract between the Company and the Buyer for the sale and
   purchase of the Goods, incorporating these conditions.
   Delivery Point: the place where delivery of the Goods is to take place under
   condition 4.
   Goods: any goods agreed in the Contract to be supplied to the Buyer by the
   Company (including any part or parts of them).
   1.2 A reference to a particular law is a reference to it as it is in force for the time
   being taking account of any amendment, extension, application or re-enactment
   and includes any subordinate legislation for the time being in force made under
   it.
   1.3 Words in the singular include the plural and in the plural include the singular.
   1.4 A reference to one gender includes a reference to the other gender.
   1.5 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
   2.1 Subject to any variation under condition 2.3 the Contract shall be on these
   conditions to the exclusion of all other terms and conditions (including any
   terms or conditions which the Buyer purports to apply under any purchase
   order, confirmation of order, specification or other document).
   2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer´s
   purchase order, confirmation of order, specification or other document shall
   form part of the Contract simply as a result of such document being referred to
   in the Contract.
   2.3 These conditions apply to all the Company´s sales and any variation to these
   conditions and any representations about the Goods shall have no effect unless
   expressly agreed in writing and signed by the Managing Director of the
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   Company. The Buyer acknowledges that it has not relied on any statement,
   promise or representation made or given by or on behalf of the Company which
   is not set out in the contract. Nothing in this condition shall exclude or limit the
   Company’s liability for fraudulent misrepresentation.
   2.4 Each order or acceptance of a quotation for Goods by the Buyer from the
   Company shall be deemed to be an offer by the Buyer to buy Goods subject to
   these conditions.
   2.5 No order placed by the Buyer shall be deemed to be accepted by the Company
   until a written acknowledgement of order is issued by the Company or (if
   earlier) the Company delivers the Goods to the Buyer.
   2.6 The Buyer shall ensure that the terms of its order and any applicable
   specification are complete and accurate.
   2.7 Any quotation is given on the basis that no Contract shall come into existence
   until the Company despatches an acknowledgement of order to the Buyer. Any
   quotation is valid for a period of 30 days only from its date, provided that the
   Company has not previously withdrawn it.
3. DESCRIPTION
   3.1 The quantity and description of the Goods shall be as set out in the Company´s
   quotation or acknowledgement of order.
   3.2 All samples, drawings, descriptive matter, specifications and advertising issued
   by the Company and any descriptions or illustrations contained in the
   Company´s catalogues or brochures are issued or published for the sole purpose
   of giving an approximate idea of the Goods described in them. They shall not
   form part of the Contract and this is not a sale by sample. Recycled plastic
   products by their nature may show variations in colour, dimensions and any
   samples and images therefore should be relied on as a general guide only.
   Recycled plastic products may also show production related mould marks and /
   or cavities which do not affect their use or lifespan and as a result dimensions
   and weights provided in the Company’s quotation are approximate only.
4. DELIVERY
   4.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall
   take place at the Company´s place of business.
   4.2 The Buyer shall take delivery of the Goods within seven days of the Company
   giving it notice that the Goods are ready for delivery.
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   4.3 Any dates specified by the Company for delivery of the Goods are intended to
   be an estimate and time for delivery shall not be made of the essence by notice.
   If no dates are so specified, delivery shall be within a reasonable time.
   4.4 Subject to the other provisions of these conditions the Company shall not be
   liable for any direct, indirect or consequential loss (all three of which terms
   include, without limitation, pure economic loss, loss of profits, loss of business,
   depletion of goodwill and similar loss), costs, damages, charges or expenses
   caused directly or indirectly by any delay in the delivery of the Goods (even if
   caused by the Company´s negligence), nor shall any delay entitle the Buyer to
   terminate or rescind the Contract unless such delay exceeds 180 days.
   4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when
   they are ready for delivery, or the Company is unable to deliver the Goods on
   time because the Buyer has not provided appropriate instructions, documents,
   licences or authorisations:
   (a) risk in the Goods shall pass to the Buyer (including for loss or damage
   caused by the Company´s negligence);
   (b) the Goods shall be deemed to have been delivered; and
   (c) the Company may store the Goods until delivery, whereupon the
   Buyer shall be liable for all related costs and expenses (including,
   without limitation, storage and insurance).
   4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and
   appropriate equipment and manual labour for unloading the Goods.
   4.7 The Company may deliver the Goods by separate instalments. Each separate
   instalment shall be invoiced and paid for in accordance with the provisions of
   the Contract.
   4.8 Each instalment shall be a separate Contract and no cancellation or termination
   of any one Contract relating to an instalment shall entitle the Buyer to repudiate
   or cancel any other Contract or instalment.
5. NON-DELIVERY
   5.1 The quantity of any consignment of Goods as recorded by the Company upon
   despatch from the Company´s place of business shall be conclusive evidence of
   the quantity received by the Buyer on delivery unless the Buyer can provide
   conclusive evidence proving the contrary.
   5.2 The Company shall not be liable for any non-delivery of Goods (even if caused
   by the Company´s negligence) unless the Buyer gives written notice to the
   Company of the non-delivery within seven days of the date when the Goods
   would in the ordinary course of events have been received.
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   5.3 Any liability of the Company for non-delivery of the Goods shall be limited to
   replacing the Goods within a reasonable time or issuing a credit note at the pro
   rata Contract rate against any invoice raised for such Goods.
6. RISK/TITLE
   6.1 The Goods are at the risk of the Buyer from the time of delivery.
   6.2 Ownership of the Goods shall not pass to the Buyer until the Company has
   received in full (in cash or cleared funds) all sums due to it in respect of:
   (a) the Goods; and
   (b) all other sums which are or which become due to the Company from
   the Buyer on any account.
   6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
   (a) hold the Goods on a fiduciary basis as the Company´s bailee;
   (b) store the Goods (at no cost to the Company) separately from all other
   goods of the Buyer or any third party in such a way that they remain
   readily identifiable as the Company´s property;
   (c) not destroy, deface or obscure any identifying mark or packaging on or
   relating to the Goods; and
   (d) maintain the Goods in satisfactory condition and keep them insured on
   the Company´s behalf for their full price against all risks to the
   reasonable satisfaction of the Company. On request the Buyer shall
   produce the policy of insurance to the Company.
   6.4 The Buyer may resell the Goods before ownership has passed to it solely on the
   following conditions:
   (a) any sale shall be effected in the ordinary course of the Buyer´s
   business at full market value; and
   (b) any such sale shall be a sale of the Company´s property on the Buyer´s
   own behalf and the Buyer shall deal as principal when making such a
   sale.
   6.5 The Buyer´s right to possession of the Goods shall terminate immediately if:
   (a) the Buyer has a bankruptcy order made against him or makes an
   arrangement or composition with his creditors, or otherwise takes the
   benefit of any statutory provision for the time being in force for the
   relief of insolvent debtors, or (being a body corporate) convenes a
   meeting of creditors (whether formal or informal), or enters into
   liquidation (whether voluntary or compulsory) except a solvent
   voluntary liquidation for the purpose only of reconstruction or
   amalgamation, or has a receiver and/or manager, administrator or
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   administrative receiver appointed of its undertaking or any part
   thereof, or documents are filed with the court for the appointment of
   an administrator of the Buyer or notice of intention to appoint an
   administrator is given by the Buyer or its directors or by a qualifying
   floating charge holder (as defined in paragraph 14 of Schedule B1 to
   the Insolvency Act 1986), or a resolution is passed or a petition
   presented to any court for the winding-up of the Buyer or for the
   granting of an administration order in respect of the Buyer, or any
   proceedings are commenced relating to the insolvency or possible
   insolvency of the Buyer; or
   (b) the Buyer suffers or allows any execution, whether legal or equitable,
   to be levied on his/its property or obtained against him/it, or fails to
   observe or perform any of his/its obligations under the Contract or any
   other contract between the Company and the Buyer, or is unable to pay
   its debts within the meaning of section 123 of the Insolvency Act 1986
   or the Buyer ceases to trade; or
   (c) the Buyer encumbers or in any way charges any of the Goods.
   6.6 The Company shall be entitled to recover payment for the Goods
   notwithstanding that ownership of any of the Goods has not passed from the
   Company.
   6.7 The Buyer grants the Company, its agents and employees an irrevocable licence
   at any time to enter any premises where the Goods are or may be stored in order
   to inspect them, or, where the Buyer´s right to possession has terminated, to
   recover them.
   6.8 Where the Company is unable to determine whether any Goods are the goods in
   respect of which the Buyer´s right to possession has terminated, the Buyer shall
   be deemed to have sold all goods of the kind sold by the Company to the Buyer
   in the order in which they were invoiced to the Buyer.
   6.9 On termination of the Contract, howsoever caused, the Company´s (but not the
   Buyer´s) rights contained in this condition 6 shall remain in effect.
7. PRICE
   7.1 Unless otherwise agreed by the Company in writing, the price for the Goods
   shall be the price set out in the Company´s price list published on the date of
   delivery or deemed delivery.
   7.2 The price for the Goods shall be exclusive of any value added tax and all costs
   or charges in relation to packaging, loading, unloading, carriage and insurance,
   all of which amounts the Buyer shall pay in addition when it is due to pay for
   the Goods.
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8. PAYMENT
   8.1 Subject to condition 8.4, payment of the price for the Goods is due in pounds
   sterling on delivery of the Company’s invoice (unless a thirty day credit
   agreement has been agreed by the Company with the Buyer whereupon payment
   will be made within thirty days of the delivery of the Company’s invoice). The
   Company charges an administration fee of one per cent on all payment methods.
   8.2 Time for payment shall be of the essence.
   8.3 No payment shall be deemed to have been received until the Company has
   received cleared funds.
   8.4 All payments payable to the Company under the Contract shall become due
   immediately on its termination despite any other provision.
   8.5 The Buyer shall make all payments due under the Contract in full without any
   deduction whether by way of set-off, counterclaim, discount, abatement or
   otherwise unless the Buyer has a valid court order requiring an amount equal to
   such deduction to be paid by the Company to the Buyer.
   8.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the
   Buyer shall be liable to pay interest to the Company on such sum from the due
   date for payment at the annual rate of eight per cent per annum above the base
   lending rate from time to time of HSBC Bank UK Limited, accruing on a daily
   basis until payment is made, whether before or after any judgment. The
   Company reserves the right to claim interest under the Late Payment of
   Commercial Debts (Interest) Act 1998.
9. QUALITY
   9.1 Where the Company is not the manufacturer of the Goods, the Company shall
   endeavour to transfer to the Buyer the benefit of any warranty or guarantee
   given to the Company.
   9.2 The Company warrants that (subject to the other provisions of these conditions)
   upon delivery, and for a period of 12 months from the date of delivery, the
   Goods shall:
   (a) be of satisfactory quality within the meaning of the Sale of Goods Act
   1979;
   (b) be reasonably fit for purpose; and
   (c) be reasonably fit for any particular purpose for which the Goods are
   being bought if the Buyer had made known that purpose to the
   Company in writing and the Company has confirmed in writing that it
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   is reasonable for the Buyer to rely on the skill and judgement of the
   Company.
   9.3 The Company shall not be liable for a breach of any of the warranties in
   condition 9.2 unless:
   (a) the Buyer gives written notice of the defect to the Company, and, if the
   defect is as a result of damage in transit to the carrier, within seven
   days of the time when the Buyer discovers or ought to have discovered
   the defect; and
   (b) the Company is given a reasonable opportunity after receiving the
   notice of examining such Goods and the Buyer (if asked to do so by
   the Company) returns such Goods to the Company’s place of business
   at the Company’s cost for the examination to take place there.
   9.4 The Company shall not be liable for breach of any of the warranties in condition
   9.2 if:
   (a) the Buyer makes any further use of such Goods after giving such
   notice; or
   (b) the defect arises because the Buyer failed to follow the Company´s
   oral or written instructions as to the storage, installation,
   commissioning, use or maintenance of the Goods or (if there are none)
   good trade practice; or
   (c) the Buyer alters or repairs such Goods without the written consent of
   the Company.
   9.5 Subject to condition 9.3 and condition 9.4, if any of the Goods do not conform
   with any of the warranties in condition 9.2 the Company shall at its option
   repair or replace such Goods (or the defective part) or refund the price of such
   Goods at the pro rata Contract rate provided that, if the Company so requests,
   the Buyer shall, at the Company’s expense, return the Goods or the part of such
   Goods which is defective to the Company.
   9.6 If the Company complies with condition 9.5 it shall have no further liability for
   a breach of any of the warranties in condition 9.2 in respect of such Goods.
   9.7 Any Goods replaced shall belong to the Company and any repaired or
   replacement Goods shall be guaranteed on these terms for the unexpired portion
   of the 12 month period.
10. LIMITATION OF LIABILITY
    10.1 Subject to condition 4, condition 5 and condition 9, the following provisions set
    out the entire financial liability of the Company (including any liability for the
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    acts or omissions of its employees, agents and sub-contractors) to the Buyer in
    respect of:
    (a) any breach of these conditions;
    (b) any use made or resale by the Buyer of any of the Goods, or of any
    product incorporating any of the Goods; and
    (c) any representation, statement or tortious act or omission including
    negligence arising under or in connection with the Contract.
    10.2 All warranties, conditions and other terms implied by statute or common law
    (save for the conditions implied by section 12 of the Sale of Goods Act 1979)
    are, to the fullest extent permitted by law, excluded from the Contract.
    10.3 Nothing in these conditions excludes or limits the liability of the Company:
    (a) for death or personal injury caused by the Company´s negligence; or
    (b) under section 2(3), Consumer Protection Act 1987; or
    (c) for any matter which it would be illegal for the Company to exclude or
    attempt to exclude its liability; or
    (d) for fraud or fraudulent misrepresentation.
    10.4 Subject to condition 10.2 and condition 10.3:
    (a) the Company´s total liability in contract, tort (including negligence or
    breach of statutory duty), misrepresentation, restitution or otherwise,
    arising in connection with the performance or contemplated
    performance of the Contract shall be limited to the Contract price; and
    (b) the Company shall not be liable to the Buyer for any pure economic
    loss, loss of profit, loss of business, depletion of goodwill or
    otherwise, in each case whether direct, indirect or consequential, or
    any claims for consequential compensation whatsoever (howsoever
    caused) which arise out of or in connection with the Contract.
11. ASSIGNMENT
    11.1 The Company may assign the Contract or any part of it to any person, firm or
    company.
    11.2 The Buyer shall not be entitled to assign the Contract or any part of it without
    the prior written consent of the Company.
12. FORCE MAJEURE
    The Company reserves the right to defer the date of delivery or to cancel the
    Contract or reduce the volume of the Goods ordered by the Buyer (without
    liability to the Buyer) if it is prevented from or delayed in the carrying on of its
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    business due to circumstances beyond the reasonable control of the Company
    including, without limitation, acts of God, governmental actions, war or national
    emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion,
    flood, epidemic, lock-outs, strikes or other labour disputes (whether or not
    relating to either party’s workforce), or restraints or delays affecting carriers or
    inability or delay in obtaining supplies of adequate or suitable materials, or by
    Coronavirus or any similar virus, provided that, if the event in question
    continues for a continuous period in excess of twenty eight days, the Buyer shall
    be entitled to give notice in writing to the Company to terminate the Contract.
13. GENERAL
    13.1 Each right or remedy of the Company under the Contract is without prejudice to
    any other right or remedy of the Company whether under the Contract or not.
    13.2 If any provision of the Contract is found by any court, tribunal or administrative
    body of competent jurisdiction to be wholly or partly illegal, invalid, void,
    voidable, unenforceable or unreasonable it shall to the extent of such illegality,
    invalidity, voidness, voidability, unenforceability or unreasonableness be
    deemed severable and the remaining provisions of the Contract and the
    remainder of such provision shall continue in full force and effect.
    13.3 Failure or delay by the Company in enforcing or partially enforcing any
    provision of the Contract shall not be construed as a waiver of any of its rights
    under the Contract.
    13.4 Any waiver by the Company of any breach of, or any default under, any
    provision of the Contract by the Buyer shall not be deemed a waiver of any
    subsequent breach or default and shall in no way affect the other terms of the
    Contract.
    13.5 The parties to the Contract do not intend that any term of the Contract shall be
    enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any
    person that is not a party to it.
    13.6 The formation, existence, construction, performance, validity and all aspects of
    the Contract shall be governed by English law and the parties submit to the
    exclusive jurisdiction of the English and Welsh courts.
14. COMMUNICATIONS
    14.1 All communications between the parties about the Contract shall be in writing
    and delivered by hand or sent by pre-paid first class post or sent by fax:
    (a) (in case of communications to the Company) to its registered office or
    such changed address as shall be notified to the Buyer by the
    Company; or
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    (b) (in the case of the communications to the Buyer) to the registered
    office of the addressee (if it is a company) or (in any other case) to any
    address of the Buyer set out in any document which forms part of the
    Contract or such other address as shall be notified to the Company by
    the Buyer.
    14.2 Communications shall be deemed to have been received:
    (a) if sent by pre-paid first class post, two days (excluding Saturdays,
    Sundays and bank and public holidays) after posting (exclusive of the
    day of posting); or
    (b) if delivered by hand, on the day of delivery; or
    (c) if sent by fax on a working day prior to 4.00 pm, at the time of
    transmission and otherwise on the next working day.
    14.3 Communications addressed to the Company shall be marked for the attention of
    14.4 the Managing Director.
    October 2020