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Terms & Conditions

The nitty gritty


1.1 ‘Buyer’ means the person who buys or agreesto buy the goods from the Seller

1.2 ‘Conditions’ means the terms and conditionsof sale set out in this document

1.3 ‘Delivery Date’ means the date specified bythe Seller when the goods are to be delivered

1.4 ‘Goods’ means the articles which the Buyeragrees to buy from the Seller

1.5 “Order” means the Buyer order for the goods,as set out in the Buyer’s purchase order form

1.6 ‘Price’ means the price for the Goodsexcluding carriage, packaging, insurance and VAT

1.7 ‘Seller’ means International Tissue CompanyLimited


2.Conditions applicable

2.1 These Conditions shall apply to all Agreementsfor the sale of Goods by the Seller to the Buyer to the exclusion of all otherterms or conditions which the Buyer may purport to apply under any purchaseorder, confirmation of order or similar document

2.2 All orders for Goods shall be deemed to bean offer by the Buyer to purchase Goods pursuant to these Conditions

2.3 The order constitutes an offer by the Buyerto purchase the goods in accordance with these Conditions. The Buyer isresponsible for ensuring that the terms of the Order are complete and accurate.

2.3 Acceptance of delivery of the Goods shallbe deemed conclusive evidence of the Buyer’s acceptance of these Conditions

2.4 A quotation for the Goods given by the Sellershall not constitute an offer. The Seller reserves the right to amend pricesquoted verbally

2.5 The goods are described in the Sellers quotation.If the seller has agreed to provide Packaging Services to the Buyer, theparties shall enter into a Packaging Agreement and terms of the Packaging Agreementshall apply in addition to these Conditions.

2.6 Any variation to these Conditions(including any special terms and conditions agreed between the parties) shallbe inapplicable unless agreed in writing by a Director of the Seller

2.7 The Seller may at any time assign,transfer, mortgage, charge, subcontract or deal in any other manner with all orany of its rights or obligations under the Agreement.

2.8 The Buyer may not assign, transfer,mortgage, charge, subcontract, declare a trust over or deal in any other mannerwith any or all of its rights or obligations under the Agreement without theprior written consent of the Seller.


3. Goods

3.1 The Sellerwarrants that on delivery the Goods shall conform in all substantial characteristicswith their description and be free from substantial defects in design, materialand workmanship.

3.2 If the Buyergives notice in writing to the Seller within 28 days from delivery that some orall of the Goods do not comply with the warranty set out in clause 3.1; the Sellerand / or its appointed representatives are given a reasonable opportunity ofexamining such Goods; and the Buyer (if asked to do so by the Seller) returnssuch Goods to the Seller’s place of business at the Buyers cost, then if the Selleror its appointed representative is satisfied that the Goods are defective, the Sellershall, at its option, replace the defective Goods, or refund the price of thedefective Goods in full.  For theavoidance of doubt, the Seller shall not be required to refund the full priceof an Order under which defective Goods were supplied, its shall only be liableto refund the price of the defective Goods themselves.


4. The Price and payment

4.1 The Price of the Goods shall be the Seller’squoted price applicable at the date of the delivery of the Goods to the Buyer

4.2 Quoted prices are subject to fluctuation inthe event of any increase in the cost to the Seller which is due to any factorbeyond the control of the Seller. Any increase in such costs will be added tothe quoted price and notified to the Buyer before delivery

4.3 Payment of the Price shall be due withinthe agreed terms. Time for payment shall be of the essence

4.4 Interest shall accrue on overdue invoicesfrom the date when payment becomes due from day to day until the date ofpayment at a rate of 8% above Bank of England base rate

4.5 In the event that the Buyer shall fail tomake payment in full on the due date then without prejudice to any of theSeller’s other rights the Seller may appropriate any payment made by the Buyerto such of the Goods (or any Goods supplied under any other Agreement with theBuyer) as the Seller may in its sole discretion see fit

4.6 The Seller shall be entitled to a generallien on the goods of the Buyer in the Seller’s possession (including goods ofthe Buyer which have been paid for) for the unpaid Price of all Goods sold bythe Seller to the Buyer under this or any other Agreement

4.7 All the costs of enforcement and collectionof any sum due including, but without prejudice to the generality thereof,legal costs and costs incurred in connection with any dishonoured, stopped orre-presented cheque, shall be added as a debt to the sum due and interest shallaccrue in accordance with paragraph 4.4 above from the date when liability forsuch costs is incurred

4.8 the price of the Goods excludes amounts inrespect of value added tax (VAT), which the Buyer shall additionally be liableto pay to the Seller at the prevailing rate, subject to the receipt of a validVAT invoice and includes the costs and charges of packaging, insurance andtransport of the Goods, which shall be invoiced to the Buyer.

4.8 Prices quoted are applicable to thequantity specified and on the information provided by the Buyer at the time ofthe order. In the event of orders being placed for lesser quantities, or ifthere is any change in specifications, delivery dates, or delay caused by theBuyer’s instructions or lack of instructions, the Seller shall be entitled toadjust the Price of the Goods as ordered to take account of the variations

4.9 Any invoices becoming overdue will renderthe entire account payable immediately. The Buyer agrees to indemnify the Sellerin full for all legal and other professional fees, bank or court fees and anyother amounts reasonably incurred in obtaining full payment for Goods or inemploying another party to obtain such payment. The Seller reserves the rightto exchange, discuss and disseminate credit information about its Buyers withouttheir consent or knowledge.

4.10 The Buyer shall pay all amounts due underthe Agreement in full without any set-off, counterclaim, deduction orwithholding (except for any deduction or withholding required by law). The Sellermay at any time, without limiting any other rights or remedies it may have, setoff any amount owing to it by the Buyer against any amount payable by the Sellerto the Buyer.

4.11 The Buyer may not withhold payment of anyinvoice or other amount due to the Seller by reason of any right of set-off orcounterclaim, which the Buyer may have, or allege to have, for any reasonwhatsoever.


5. Title and Risk

5.1 The risk in the Goods shall pass to the Buyeron dispatch of the Goods from the Sellers premises for delivery to the Buyer.

5.2 Notwithstanding Delivery and the passing ofrisk, title to all Goods supplied under any Agreement  shall not pass and shall remain with theSeller until the Seller has received payment in full of all sums due and owingfrom the Buyer to the Seller whether under this Agreement  or otherwise

5.2 Until property in the Goods passes from theSeller the Buyer shall hold the Goods as a fiduciary agent and bailee for theSeller. The Buyer shall store the Goods (at no cost to the Seller) separatelyfrom all other goods in its possession and shall not interfere with anyidentification marks, labels, batch number or serial numbers on the Goods

5.3 The Seller retains the right ofrepossession of any Goods supplied by the Seller to the Buyer. Should theSeller decide to exercise this right the Buyer will allow the Seller (or hisagents and representatives) to enter any premises of the Buyer at any time(without the need for consent from any third party) using no more force than isreasonable, for the purposes of searching the Buyer’s premises and removing theGoods

5.4 Where the Goods of  the Seller are not kept separately, and inthe case of a retention of title claim against a receiver or liquidator, the Sellershall not be required to prove that an item of merchandise still evident isdirectly attributable to a particular unpaid sales invoice, but merelyestablish that, by virtue of F.I.F.O. Stock rotation, any Goods in evidence ofthe type which is unpaid for, may be reasonably stated to be those Goods whichare unpaid for, and therefore the property of the Seller.

5.5 Subject to clause 5.4, the Buyer may resellor use the Goods in the ordinary course of its business (but not otherwise)before the Seller receives payment for the Goods. However, if the Buyer resellsthe Goods before that time:

(a) it does so as principal and not as the Selleragent; and

(b) title to the Goods shall pass from the Sellerto the Buyer immediately before the time at which resale by the Seller occurs.



6.1 In consideration of the Seller opening anaccount for the Buyer, the undersigned Director / Partner of the Buyerpersonally and unconditionally guarantees payment in respect of all sums duefrom the Buyer to the Seller together with all additional costs incurred


7.Warranties and Liability

7.1 All terms, conditions, warranties,representations or stipulations (whether implied or made expressly) whether bythe Seller its servants or agents or otherwise relating to the description,quality and/or fitness for purpose of the Goods are excluded to the fullestextent permitted by law

7.2 The Seller shall not be liable for anydamages whatsoever whether direct or indirect (including any liability to anythird party) resulting from any delay in delivery of the Goods, or failure todeliver the Goods in a reasonable time – whether such delay or failure iscaused by the Seller’s negligence or otherwise howsoever

7.3 The Seller accepts no liability for anydamage to Goods in transit unless notified to the Seller and the carrierconcerned in writing within 5 Business Days of delivery. In cases of non-delivery,the Seller accepts no liability of any sort unless written notice is given tothe Seller within 5 Business Days of receipt of the related invoice, which issent under separate cover. The Sellers liability for damage or loss in transitnotified to it in accordance with the above, shall in any event be limitedsolely to replacement of the Goods by standard delivery within a reasonabletime, whether non-delivery or damage is due to the Seller’s negligence orotherwise. The Seller will not be liable for alleged damage, lateness ornon-delivery of Goods to a third party or any other alleged consequential lossmade at the request of the Buyer

7.4 If the Seller fails to deliver the Goodsand is unable to replace them, its liability shall be limited to the costs andexpenses incurred by the Buyer in obtaining replacement goods of similardescription and quality in the cheapest market available, less the price of theGoods

7.5 If the Buyer fails to accept delivery ofthe Goods within four Business Days of the Seller notifying the Buyer that the Goodsare ready or attempted delivery, then, except where such failure or delay iscaused by a Force Majeure Event or the Sellers failure to comply with itsobligations under the Agreement : delivery of the Goods shall be deemed to havebeen completed at 9.00 am on the fourth Business Day after the day on which theSeller notified the Buyer that the Goods were ready; and the Seller shall storethe Goods until delivery takes place and charge the Buyer for all related costsand expenses (including insurance).

7.6 If ten Business Days after the day on whichthe Seller notified the Buyer that the Goods were ready for delivery orattempted to deliver the Buyer has not taken delivery of them, the Seller mayresell or otherwise dispose of part or all of the Goods and, after deductingreasonable storage and selling costs, account to the Seller for any excess overthe price of the Goods or charge the Buyer for any shortfall below the price ofthe Goods.

7.7 For the avoidance of doubt, withoutprejudicing any other rights that the Seller may have, where the Seller isproviding the Packaging Services and the packaging of the Goods is personalisedor branded to the Buyers design, the Seller cannot resell the goods inaccordance with clause 6.6 and shall be entitled to recover from the Buyer thefull price of the goods together with reasonable storage, insurance, deliveryand other costs incurred by the Seller as a result of the failure by the Buyerto take delivery of the relevant Goods.

7.8 The Seller shall under no circumstances whatsoeverbe liable to the Buyer, whether in contract, tort (including negligence),breach of statutory duty, or otherwise, for any loss of profit, or any indirector consequential loss arising under or in connection with the Agreement and theSeller’s total liability to the Buyer in respect of all other losses arisingunder or in connection with the Agreement, whether in contract, tort (includingnegligence), breach of statutory duty, or otherwise, shall in no circumstancesexceed the price of the Goods under the Order to which the claim relates

7.9 Without prejudice to any other provisionsin these terms, the Buyer’s total liability for any one claim, or for the totalof all claims arising from any one act of default on the Seller’s parthowsoever arising shall not exceed the Price of the Goods – the subject matterof any claims

7.10 The provisionsimplied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the broadestextent permitted by law, excluded from the Agreement.


8. Termination

8.1 Without limitingits other rights or remedies, the Seller may terminate this Agreement with immediate effect by giving notice to theBuyer if:

(a) the Buyer commitsa material breach of any term of the Agreement and (if such a breach isremediable) fails to remedy that breach within 21 days of that party beingnotified to do so;

(b) the Buyersuspends, threatens to suspend, ceases or threatens to cease to carry on all ora substantial part of its business; or

(c) the Buyerfinancial position deteriorates to such an extent that in the Seller’s opinionthe Buyers capability to adequately fulfil its obligations under the Agreement hasbeen placed in jeopardy.

(d) the Buyer takesany step or action in connection with its entering administration, provisionalliquidation or any composition or arrangement with its creditors (other than inrelation to a solvent restructuring), being wound up (whether voluntarily or byorder of the court, unless for the purpose of a solvent restructuring), havinga receiver appointed to any of its assets or ceasing to carry on business or,if the step or action is taken in another jurisdiction, in connection with anyanalogous procedure in the relevant jurisdiction;

8.2 Without limitingits other rights or remedies, the Seller may suspend provision of the Goodsunder the Agreement  or any other Agreement between the Buyer and the Seller if the Buyerbecomes subject to any of the events listed in clause 8.1, or the Sellerreasonably believes that the Buyer is about to become subject to any of them,or if the Buyer fails to pay any amount due under this Agreement  on the due date for payment.

8.3 Without limitingits other rights or remedies, the Seller may terminate the Agreement withimmediate effect by giving written notice to the Buyer if the Buyer fails topay any amount due under the Agreement on the due date for payment.

8.4 On termination ofthe Agreement for any reason the Buyer shall immediately pay to the Seller allof the Seller’s outstanding unpaid invoices and interest.

8.5 Termination ofthe Agreement  shall not affect any ofthe parties’ rights and remedies that have accrued as at termination, includingthe right to claim damages in respect of any breach of this Agreement  that existed at or before the date oftermination.


9. Force Majeure

9.1 Neither party shall be in breach of thisContract nor liable for delay in performing, or failure to perform, any of itsobligations under this Agreement if such delay or failure result from a ForceMajeure Event. If the period of delay or non-performance continues for 6 weeks,the party not affected may terminate this Contract by giving 10 days’ writtennotice to the affected party.  Thisprovision shall not apply to the Buyer’s duty to make any payment to the Sellerunder the Agreement


10. Severance

10.1 If any provision or part-provision ofthese terms is or becomes invalid, illegal or unenforceable, it shall be deemedmodified to the minimum extent necessary to make it valid, legal andenforceable. If such modification is not possible, the relevant provision orpart-provision shall be deemed deleted. Any modification to or deletion of aprovision or part-provision under this clause shall not affect the validity andenforceability of the rest of the terms.

10.2 If any provision or part-provision ofthese terms are invalid, illegal or unenforceable, the parties shall negotiatein good faith to amend such provision so that, as amended, it is legal, validand enforceable, and, to the greatest extent possible, achieves the intendedcommercial result of the original provision.

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