terms and conditions of trade

TAN INTERNATIONAL LIMITED
GENERAL CONDITIONS OF SALE
REVISED JULY 2018


The Buyer’s attention is drawn to the limitations of liability contained in this Agreement and in particular to the provisions of clause 14 below. The Buyer’s attention is also drawn to the provisions of clause 18.1 which require the Buyer to examine the Goods promptly after delivery.

1. DEFINITIONS

In these Conditions:

1.1 “Buyer” means any person or persons, firm or firms, company or companies, authority or
authorities who shall order or buy the Goods.

1.2 “Contract” means the particular individual contract for the supply of the Goods by Tan
International Limited to the Buyer.

1.3 “Goods” means the goods or materials supplied or sold by Tan International Limited to the Buyer as specified in the Sales Order Confirmation.

1.4 "Incoterms” means Incoterms 2010 as published by the International Chamber of Commerce in 2010 or such other edition in force at the date when the Contract is made.

1.5 “Intellectual Property” means patents, registered and unregistered trademarks, registered designs, applications for any forgoing and the right to apply for any of the foregoing in any part of the world, confidential information, business names, brand names, copyright and rights in the nature of copyright and design rights and get up, know how, domain names, inventions, service marks, and database rights and like rights wherever situated in the world.

1.6 “Order” means an order placed for the Goods.

1.7 “Pump Over" means the transfer of bulk fluids from Tan International Limited's transport into the Buyer's storage facilities.

1.8 “REACH” means European Union Regulation 1907 / 2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals.

1.9 “REACH compliance" means in relation to the Goods, compliance with the requirements of REACH and "REACH Compliant" shall be construed accordingly.

1.10 “Sales Order Confirmation” means the document entitled 'Sales Order Confirmation' generated by Tan International Limited and sent by post, fax or email by Tan International Limited to the Buyer.

1.11 "Safety Legislation" means the Health and Safety at Work Act 1974 etc. the Consumer Protection Act 1987 and all regulations thereunder the General Product Safety Regulations 1994 and all other legislation from time to time (including subordinate legislation and European Union and European Economic Area legislation to the effect that it has direct effect in Member States) imposing legal requirements with respect to the safety of good, the handling, transportation, storage or disposal of goods or goods incorporating the Goods and the health and safety of the users of the Goods.

1.12 "Special Conditions" means such additional terms agreed from time to time in writing between Tan International Limited and the Buyer.

1.13 Tan International Limited is a company incorporated under the Companies Acts (registered number 01679508) and having their registered office at Tait Walker, Bulman House, Regent Centre, Gosforth, Newcastle-upon-Tyne, NE3 3LS.

1.14 "Time of Delivery" has the meaning given in clause 7.5, 7.6, 7.7, 7.8 or 7.9 as the case may be.

1.15 Reference to any statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted.

1.16 To the extent of any conflict between these Conditions and the Special Conditions, the Special Conditions shall prevail.

1.17 Reference to any Clause is to a clause of these Conditions.

1.18 In this document and in any Special Conditions:

    1.18.1 the headings are for convenience only and shall not affect the interpretation of this document or those Special Conditions;

    1.18.2 the use of the plural shall include the singular and the use of the singular shall include the use of the plural;

    1.18.3 references to the masculine, feminine or neuter genders shall include each and every gender.

2 APPLICABILITY OF TERMS

2.1 Unless otherwise expressly agreed in writing by Tan International Limited every Contract shall be governed in all respects by these Conditions and any Special Conditions which shall prevail over any contractual provisions proffered by the Buyer in any correspondence, Order or other documentation, which shall have no application to the Contract unless otherwise agreed by Tan International Limited. The Buyer agrees that no actions taken by Tan International Limited shall be interpreted as Tan International Limited accepting any contractual provisions proffered by the Buyer. These Conditions shall apply in respect of any containers or pallets belonging to Tan International Limited which are used in connection with the delivery of the Goods. These Conditions shall apply to any Ancillary Services that Tan International Limited supplies, subject always to the remaining terms of these Conditions.

2.2 Tan International Limited’s quotation is not to be taken as an offer and no Contract shall take effect unless and until a Sales Order Confirmation has been despatched by Tan International Limited to the Buyer.

2.3 Tan International Limited is prepared to receive the Buyer’s Order by telephone, by fax or by e-mail but will accept no responsibility whatsoever for any error or omission in the transmission of the Buyer’s Order.

2.4 Tan International Limited shall be entitled to rely in all respects and in all circumstances on the contents of the Sales Order Confirmation as stating the quantity and grade of the Goods that are to be supplied. Accordingly, it shall be the Buyer’s sole responsibility to check Sales Order Confirmation and to notify Tan International Limited forthwith after the receipt of the same where the Goods are not properly stated in the Sale Order Confirmation.

2.5 Where there is a conflict between the Sales Order Confirmation and any quotation or estimate that Tan International Limited may have given, the Sales Order Confirmation shall always prevail.

2.6 The Buyer acknowledges that these Conditions shall prevail over any qualification or condition purported to be imposed by the Buyer and any previous course of dealing between the Buyer and Tan International Limited.

2.7 The Contract shall be based solely on these Conditions and any Special Conditions.

2.8 The Buyer expressly agrees that these Conditions and any Special Conditions shall take precedence over any contractual provisions proffered by the Buyer. Tan International Limited shall not be bound by and does not agree to any contractual provisions proffered by the Buyer save to the extent, if any, that Tan International Limited expressly agrees to the same writing. The Buyer agrees that no actions taken by Tan International Limited shall be interpreted as Tan International Limited accepting any contractual provisions proffered by the Buyer.

3. PUBLICATIONS AND REPRESENTATIONS

3.1 All descriptions, illustrations and information contained in (i) Tan International Limited’s catalogues, price lists, advertising matter and other publications and (ii) labels attached or affixed to Tan International Limited’s containers and packaging or any other collateral item relating to the Goods shall be regarded as approximate only and are to present merely a general idea of the goods described in them and shall not form part of the Contract or be deemed to import any warranty regarding the Goods unless and to the extent that the contrary is expressly agreed in writing by Tan International Limited.

3.2 Where there is conflict between the Sales Order Confirmation and any quotation or estimate that Tan International Limited may have given, the Sale Order Confirmation shall always prevail.

3.3 The Buyer acknowledges that in entering into the Contract, it has not relied upon any oral or written representations undertakings or warranties made by or on behalf of Tan International Limited save to the extent that any such representation is set forth in writing and expressly included in the Contract.

3.4 Nothing in the Contract shall be taken to exclude Tan International Limited’s responsibility in the case of a fraudulent misrepresentation made by Tan International Limited or for which Tan International Limited is liable.

4. PRICES

4.1 Save as otherwise agreed in writing by Tan International Limited or as indicated in the Sales Order Confirmation or any Special Conditions, the price of the Goods will be that prevailing at the Time of Delivery. Save to the extent that the contrary may be stated in the Sales Order Confirmation the price of the Goods is stated as a price per tonne, litre, bag or kilogram as appropriate. Save to the extent that the contrary may be stated in the Sales Order Confirmation, the price of the Goods shall exclude transportation, insurance, delivery and unloading.

4.2 Save as expressly stated otherwise by Tan International Limited in writing, prices are quoted by Tan International Limited exclusive of VAT, which Tan International Limited shall add at the appropriate prevailing rate. Companies claiming VAT free status will provide Tan International Limited written confirmation.

4.3 Tan International Limited shall be entitled to charge the Buyer interest on any sums paid late under a Contract from the due date until the date of payment and claim compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 (as amended from time-to-time). Such interest shall be calculated on a daily basis after as well as before any judgement. In addition, the Buyer will reimburse all costs and expenses, including but not limited to legal expense incurred in the collection of any overdue amount.

4.4 Where the price of an element of power, fuel, raw material or transport used or contracted for by Tan International Limited to manufacture the Goods increases above the price payable as at the date of this contract then Tan International Limited may increase the price payable by the Buyer by a commensurate amount calculated by Tan International Limited acting reasonably and taking into account that increase and the proportionate amount of that element within the total manufacturing cost of the Goods. Tan International Limited shall notify or email the Buyer of the said increase in the price of the Goods. The Buyer may terminate this Contract by giving notice to Tan International Limited promptly after receipt of any such notice or e-mail. Where the Buyer does not terminate this Contract promptly after receipt of any such notice or e-mail and in any event twenty four (24) hours before the time that the Goods are scheduled to leave Tan International Limited’s premises, the Buyer shall be bound to accept the delivery of the Goods at the new price.

5. RESERVATION OF TITLE – RISK AND PROPERTY

5.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the Time of Delivery.

5.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until Tan International Limited has received in cash or cleared funds payment in full of the price of the Goods.

5.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Tan International Limited’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Tan International Limited’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.

5.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in separate identifiable existence and have not been resold) Tan International Limited shall be entitled at any time to require the Buyer to deliver up the Goods to Tan International Limited and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

5.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Tan International Limited, but if the Buyer does so all monies owing by the Buyer to Tan International Limited shall (without prejudice to any other right or remedy of Tan International Limited) forthwith become due and payable.

6. PAYMENT

6.1 Tan International Limited shall be entitled to submit an invoice to the Buyer at any time on or after Time of Delivery upon written request by the Buyer, Tan International Limited may agree to submit a consolidated invoice to the Buyer. If used each consolidated invoice will quote the relevant Order numbers.

6.2 The Buyer shall pay Tan International Limited’s invoice in full by the Twentieth day of the month following the month in which the invoice is issued by Tan International Limited and time of payment shall be of the essence of the Contract.

6.3 Notwithstanding the provisions of clauses 6.1 and 6.2 Tan International Limited reserves the right (in Tan International Limited’s absolute discretion) to require payment in full for the Goods on or before the Time of Delivery or otherwise to change any credit facility from time to time given to Tan International Limited.

6.4 If the Buyer disputes any invoice or other request for payment, the Buyer shall immediately notify Tan International Limited in writing giving its reasons for this. The parties shall negotiate in good faith in an attempt to resolve the dispute promptly. Tan International Limited shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment.

6.5 Where only part of the an invoice is disputed, the un-disputed amount shall be paid on the due date as set-out in Clause 6.2. If part of a consolidated invoice is disputed, the un-disputed amount shall be paid on the due date as set-out in Clause 6.2. The Buyer may not use a dispute over part of a consolidated invoice to withhold payment of the full amount of the consolidated invoice.

6.6 In relation to payments disputed in good faith, interest under this Clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

6.7 The Buyer shall make no deduction from the invoice price on account of any setoff, claim or counter claim unless both the validity and the amount thereof have been admitted by Tan International Limited in writing.

6.8 In the event that any invoice is overdue or the Buyer becomes subject to any of the events inClause 12.1 then:

    6.8.1 All outstanding invoices will fall due for immediate payment whether or not the payment terms have been exceeded and the full amount outstanding shall become due; and

    6.8.2 Tan International Limited reserves the right inits absolute discretion to cancel any existing contracts or to suspend delivery of further Goods until the outstanding invoice(s) is/are settled.

6.9 In the event the Buyer makes an over-payment for whatever reason, such over-payment shall be notified to the Buyer in the statement of account issued by Tan International Limited over a period of twelve (12) months starting from the month of the over-payment, once discovered by Tan International Limited or notified by the Buyer. The Buyer shall have the right to request that the over-payment(s) is/are used as credit in relation to later Orders or that the over-payment(s) is/are returned to the Buyer, in which case the provisions of Clause 6.10 will apply. Any requests under this Clause 6.9 shall be submitted in writing and shall be subject to agreement from Tan International Limited.

6.10 In the event of a request from the Buyer that an over-payment is refunded, Tan International Limited will only issue a refund relating to the over-payment sum provided that there are no other monies outstanding at the time the over-payment refund is requested. If there are any monies passed due for payment Tan International Limited shall be entitled to deduct such monies from the refund. No interest will be payable. The refund for the over-payment:

    6.10.1 where the request is made within six months of the over-payment will be less a Twenty Pounds (£20) Sterling administration fee and any bank charges; or

    6.10.2 where the request is made more than six months after the over-payment will be less a Fifty Pounds (£50) Sterling administration and any bank charges.

7. DELIVERY

7.1 Where Tan International Limited agrees or states a specified delivery date, Tan International Limited shall use reasonable endeavours to deliver on or before the relevant date, but Tan International Limited shall be under no obligation to do so.

7.2 Tan International Limited shall not be obliged to make delivery at any specified time. The Buyer shall be obliged to accept any delivery between the hours of 8.30 a.m. and 4.30 p.m. on a day which the banks are open for a full range of transactions in the territory in which the Buyer is situated (the “Normal Delivery Hours”). If the Buyer requests that delivery take place at a specified time or outside the Normal Delivery Hours and the same is recorded in the Sales Order Confirmation, Tan International Limited will use its reasonable endeavours to deliver at the specified time. Tan International Limited may charge an additional amount for such delivery, at Tan International Limited’s absolute discretion.

7.3 Time shall not be of the essence with respect to any of Tan International Limited’s obligations arising under the Contract.

7.4 Tan International Limited shall not be liable in respect of any loss incurred by the Buyer arising from any delay in delivery of the Goods or the performance of any service.

7.5 Where the Goods are delivered by Tan International Limited by road tanker or similar vehicle, the Time of Delivery shall be when the Goods pass the final flange on the road tanker.

7.6 Where the Goods are delivered by Tan International Limited by drum or other container, the Time of Delivery shall be when the Goods are removed from the transporting vehicle.

7.7 Where the Goods are collected from Tan International Limited by drum or other container, the Time of Delivery shall be when the Goods are lifted over the side of the transporting vehicle.

7.8 Where the Goods are collected from Tan International Limited’s storage tank or site, in a road tanker or similar vehicle, the Time of Delivery shell be when the Goods pass the final flange of Tan International Limited’s storage tank.

7.9 Where the Goods are delivered in some manner other than as specified in Clauses 7.4, 7.5, 7.6, 7.8 above, the Time of Delivery shall be when the Goods leave Tan International Limited’s premises.

7.10 The provisions of Clauses 7.4, 7.5, 7.6,7.8 and 7.9 above are subject to any contrary provision of the Sales Order Confirmation which may specify a different Time of Delivery. Without limitation, the Sales Order Confirmation may specify that an Incoterm applies on which event the Time of Delivery shall be when delivery is effected as stated in that Incoterm (and if none is so stated, then in accordance with the provisions of Clauses 7.4, 7.5, 7.6, 7.8 and 7.9 above).

7.11 Where the Goods are handed to a carrier for carriage to the Buyer or to an United Kingdom port for export any such carrier shall be deemed to be an agent of Tan International Limited and not of the Buyer for the purposes of sections 44, 45, and 46 of the Sale of Goods Act 1979.

7.12 The Buyer agrees that section 32(3) of the Sale of Goods Act 1979 shall not apply to products or Goods sent by Tan International Limited.

7.13 The Buyer shall not be entitled to reject the Goods if Tan International Limited delivers up to and including 5% more-or-less than the quantity of Goods ordered.

8. DELIVERY BY INSTALMENTS

8.1 Tan International Limited shall be entitled to deliver the Goods by instalments. Each instalment shall be treated as if it constituted a separate and distinct contract between Tan International Limited and the Buyer.

8.2 Any failure, suspension or delay by Tan International Limited in respect of any part-delivery of the goods or the discovery of any defect in any of the Goods so delivered shall not entitle the Buyer to cancel the remainder of the contract and shall not affect the obligations of the Buyer in respect of the remainder of the Goods or the remainder of the contract.

9. SUITABILITY OF STORAGE AND OFFLOADING FACILITIES

9.1 Tan International Limited reserves the right at any time to refuse to make delivery of the Goods if in its sole opinion the storage and offloading facilities proposed by the Buyer are inadequate, unsafe or unsuitable. Where the Goods are delivered by Tan International Limited such delivery shall in no way constitute a commitment or representation by Tan International Limited as to the adequacy or suitability of the Buyer’s storage or offloading facilities. The Buyer shall at all times be solely responsible and liable to ensure that the Buyers storage and offloading facilities are adequate, safe and suitable.

10. FAILURE TO ACCEPT DELIVERY WHEN TENDERED

10.1 Where any delay in the delivery of the Goods is caused by the Buyer, Tan International Limited shall be entitled to charge the Buyer all proper costs arising out of such delay, including without limitation:

10.1.1 the cost of returning the Goods to Tan International Limited’s premises, of storing the Goods and re-delivering the Goods; and

10.1.2 the wasted cost of having men and materials ready to deliver the service.

10.2 Notwithstanding Clause above, and subject to any contrary provision that Tan International Limited may agree to in writing, the Buyer shall be entitled to re-schedule on not more than one occasion delivery of the Goods by giving Tan International Limited reasonable notice to do so.

11. FORCE MAJEURE AND HARDSHIP

11.1 In this Clause 11, “Force Majeure Event” means an event wholly beyond the reasonable control of the party claiming the benefit of the Clause (including its sub-contractors) including, without limitation, act of God, war, riot, civil commotion, compliance with law or governmental order, rule, regulation or direction, fire, flood, storm, strike or other industrial action (including without limitation strike or other industrial action by the employees of the party claiming benefit of the 5 Clause), failure by any statutory undertaker, utility company, local authority, or like body to provide services, any failure, shortage or significant price increase of power, fuel, raw material or transport, and any act or omission of any third party to the extent that performance of any obligation of the party claiming the benefit of the Clause relies thereon.

11.2 Neither party shall be under any liability to the other party in respect of any failure to perform or delay in performing any of its contractual obligations to the other party (other than an obligation to pay monies) attributable to any Force Majeure Event and no such failure or delay shall be deemed for any purpose to constitute a breach of contract. The party seeking to take advantage of this Clause 11 shall:

    11.2.1 Give the other party notice as soon as reasonably practicable of the said Force Majeure Event and to minimise the said failure or delay.

    11.2.2 Use and continue to use its reasonable endeavours to overcome the said Force Majeure Event and to minimise the said failure or delay.

12. TERMINATION

12.1 If:

    12.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction) or has an administrator or administrative receiver appointed over the whole or any part of its assets; or

   12.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

    12.1.3 the buyer ceases, or threatens to cease, to carry on business; or

   12.1.4 Tan International Limited reasonably apprehends that any or the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or

    12.1.5 Any event takes place in any jurisdiction other than the United Kingdom which is analogous to any of the above under this Clause 12.1; or

    12.1.6 The Buyer is in breach of any material provision of this Contract and fails to remedy such breach within thirty (30) days of a notice from Tan International Limited indicating the breach and requiring the Buyer to remedy the same.

12.2 Where Clause 12.1 applies then, without prejudice to any other right or remedy available to Tan International Limited, Tan International Limited shall be entitled to cancel the Contract or suspend any further deliveries under the contract without any liability to the Buyer.

12.3 Where Clause 12.1 applies and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12.4 The Buyer may terminate this contract at any time not less than twenty four (24) hours before the time that the Goods are scheduled to leave Tan International Limited’s premises provided always that where the Buyer exercises this right the Buyer shall be liable to compensate Tan International Limited for costs incurred prior to receipt by Tan International Limited of notice of such termination. Tan International Limited may issue an invoice for such cost at any time after such notice of termination has been received.

13. VARIATION IN SPECIFICATION

13.1 Tan International Limited’s only responsibility shall be to deliver Goods in accordance with any formal written specification referred in the relevant Sales Order Confirmation. If the Buyer wishes an alternative specification the Buyer must raise that issue prior to the contract being entered into.

13.2 Tan International Limited shall be responsible for ensuring that the Goods when supplied are in accordance with the specification. Tan International Limited shall not be obliged to undertake any tests not relating to the specification. Without limitation, Tan International Limited shall not be under any obligation to test for any contaminant not envisaged by the specification. The Buyer shall in accordance with good manufacturing principles also check that the Goods meet the specification prior to using the Goods or supplying the Goods to a third party.

13.3 Where the Goods are pre-packaged goods that are sold on by Tan International Limited in the same packaging as they are bought by Tan International Limited, then in place of Clauses 13.1 and 13.2 above, Tan International Limited’s only obligation shall be to use its reasonable endeavours to pass on to the Buyer the warranties given to Tan International Limited by the seller of the Goods to Tan International Limited.

13.4 Tan International Limited may by giving written notice or e-mail to the Buyer vary the specification of the Goods at any time. The Buyer may terminate this Contract by giving notice promptly after receipt of any such notice.

14. LIABILITY

14.1 Save as expressly provided in these Conditions or in any individual Contract, all terms, conditions and warranties implied by statute, common law or otherwise howsoever arising are excluded to the fullest extent permitted by law. The Buyer is solely responsible for satisfying itself and others as to the suitability of the Goods for any particular purpose and the Buyer acknowledges that it is relying solely on the Buyer’s own skill and judgement and not Tan International Limited’s in determining such suitability. Tan International Limited warrants that the Goods will comply with the specification previously supplied to the Buyer, as further provided for in Clause 13 above. If no specification has previously been supplied to the Buyer, a specification will be supplied to the Buyer on request and Tan International Limited warrants that the Goods will comply with that specification.

14.2 Tan International Limited charges to the Buyer are determined on the basis of the exclusions from and limitations of liability contained in this Contract. The Buyer expressly agrees that these exclusions and limitations are reasonable because of (amongst other matters) the likelihood that the amount of damages awardable to the Buyer for a breach by Tan International Limited of this Agreement may be disproportionately greater than the price of the Goods.

14.3 The following provisions in this Clause 14 set out Tan International Limited’s entire liability (including any liability for the acts and omissions of its employees, agents or subcontractors) to the Buyer in respect of:

    14.3.1 a breach of Tan International Limited’s contractual obligations;

    14.3.2 a tortuous delicted act or omission for which Tan International Limited is liable;

    14.3.3 an action arising out of a misrepresentation made by or on behalf of Tan International Limited; arising in connection with the performance of contemplated performance of this Contract or out of an act done or omission made as a consequence of the entry into by Tan International Limited of this Contract.

14.4 Tan International Limited's total liability to the Buyer for;

    14.1.1 physical damage to the Buyer's buildings or immovable plant caused by the negligence of its employees in connection with the Contract shall be limited to One Hundred Thousand Pounds (£100,000) Sterling for any one event or series of connected events; and

    14.4.2 all other loss or damage arising under or in connection with the Contract shall in no circumstances exceed twice the price of the Goods unless agreed otherwise by Tan International Limited and set-out in the Order Acknowledgement or any Special Conditions.

14.5 Tan International Limited shall in no circumstances be liable to the Buyer for any pure economic loss, loss of profit, loss of business and like loss. Tan International Limited shall in no circumstances be liable to the Buyer for any indirect loss.

14.6 The Buyer's attention is drawn to any specific disclaimers on the Order Confirmation and specification form(s) where the Goods are classified as material grade product.

14.7 The Buyer shall only be entitled to bring a claim against Tan International Limited where the Buyer issues legal proceedings against Tan International Limited within the period that is lesser of (i) the shelf life of the Goods and (ii) the period of twelve (12) months commencing on the date upon which the Buyer ought reasonably to have known of its entitlement to bring such a claim.

14.8 The exclusion of liability referred to in this Clause 14 does not apply so as to exclude or limit Tan International Limited’s liability for:

    14.8.1 death or personal injury resulting from the negligence of Tan International Limited, its servants or agents; or

    14.8.2 damage for which Tan International Limited is liable to the Buyer Part 1 of the Consumer Protection Act 1987;

    14.8.3 breach of Tan International Limited’s implied undertaking as to title to the Goods contained in Section 12 of the Sale Goods Act 1979 or Section 2 of the Supply of Goods and services Act 1982; and

    14.8.4 fraud or fraudulent mis-representation, save that nothing in this Clause 14 shall confer aright or remedy upon the Buyer to which the Buyer would not otherwise be entitled.

14.9 The exclusions from limitations of liability set out in this Clause 14 shall be considered severable. The validity or unenforceability of any one paragraph or sub-paragraph of this clause 14 shall not affect the validity or enforceability of any other part of this Clause 14.

14.10 The provisions of this Clause 14 shall survive the termination of the whole or a Part of this Contract.

15. SAMPLES

15.1 Except where the Goods are specifically ordered in writing against samples supplied by Tan International Limited and the Sales Order Confirmation expressly refers to those samples, any and all samples supplied by Tan International Limited are supplied for information only. Where the Buyer requires an additional warranty that the Goods comply with such a sample, the Buyer must communicate the same to Tan International Limited prior to the issue of a Sales Order Confirmation. The Sales Order Confirmation shall refer to any additional warranty (in the form of an additional specification) to which Tan International Limited may agree. Tan International Limited does not give any further warranty about compliance of the Goods with any sample other than in respect of the specification contained in the Sales Order Confirmation.

16. CONTAINERS AND PALLETS

16.1 This Clause 16 shall only apply where containers or pallets belonging to Tan International Limited are used in connection with the delivery of the Goods.

16.2 The value of all chargeable containers or pallets used in connection with the delivery of the Goods will be shown as a separate item on Tan International Limited’s sales invoice for the Goods and shall be paid for in full by the Buyer when payment for the Goods is due.

16.3 All chargeable containers or pallets returned, at the Buyer’s expense, to Tan International Limited, in good and complete condition, within three (3) months of receipt by the Buyer, may be eligible for a credit to be used against purchases of Goods within twelve (12) months of the date of award of such credit. If such credit is not used within that period, it shall lapse. Tan International Limited shall have no obligation to accept the return of containers or pallets that are in any way damaged.

16.4 If the Buyer elects to retain the containers or pallets it must remove all reference to Tan International Limited from them.

17. INTELLECTUAL PROPERTY

17.1 The Buyer shall indemnify Tan International Limited against all costs, claims, losses, expenses and damages incurred by Tan International Limited, or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged infringement, of all and any Intellectual Property occasioned by the importation, manufacture or sale of the Goods if made to the specification or special requirements of the Buyer.

17.2 Unless otherwise agreed in writing with Tan International Limited:

    17.2.1 Tan International Limited shall be the exclusive proprietor of copyright in all original documents supplied or produced by Tan International Limited to the Buyer in connection with the Contract; and

    17.2.2 all Intellectual Property in or relating to the Goods shall (subject to any existing rights of any third party in any Intellectual Property incorporated or used in the design of the Goods) be the exclusive property of Tan International Limited and neither the Buyer nor any agent, contractor or other person authorised by the Buyer, shall at any time make any unauthorised use of that Intellectual Property, including, for the avoidance of doubt, n any containers or pallets supplied by Tan International Limited which the Buyer retains for its own use after purchase of the Goods.

18. CLAIMS

18.1 The buyer shall inspect the Goods as soon as is practicable after the Time of Delivery and shall give to Tan International Limited and the carrier in writing before the end of the next working day after the Time of Delivery notice of any claim for any defect, shortage, damage or loss to the Goods whilst in transit. If the Buyer fails to do so, the Goods shall be conclusively presumed to have been received and accepted by the buyer without any claim for any defect, shortage, damage or loss.

18.2 In the event of a valid claim for defect, loss, damage or non-compliance with the Contract or non-delivery, Tan International Limited undertakes at its option either to repair, reprocess or replace the items concerned at its expense but shall not be under any further or liability in connection with such non-delivery, loss, damage or non-compliance.

18.3 The provisions of this Clause 18 shall only apply where any claim for any defect, shortage, damage or loss to the Goods is apparent on visual inspection.

19. HEALTH AND SAFETY AT WORK

19.1 Where required by law and available to Tan International Limited, Tan International Limited will supply safety data sheets and other information regarding the health and safety attributes of the Goods including (without limitation) those required under REACH.

19.2 The Buyer will comply with health and safety legislation. In particular but without limitation, the Buyer shall fully and effectually indemnify Tan International Limited against any costs, claims, losses, expenses and damages incurred by Tan International Limited or for which it may be liable due to or arising directly or indirectly out of;

    19.2.1 any unexpected defect in the Goods meaning a defect in the Goods other than a failure by the Goods to meet the relevant Tan International Limited specification or any formal written specification indicated in the Sales Order Confirmation;

    19.2.2 a failure to use the Goods in accordance with the health and safety legislation or with the information regarding the health and safety attributes of the Goods supplied by or on behalf of Tan International Limited (whether such failure is on the part of the Buyer’s employees, contractors or agents, or a third party to whom the Buyer has supplied the Goods); and

    19.2.3 a failure to comply with the Buyer's obligations under REACH.

19.3 The Buyer represents, warrants and undertakes to Tan International Limited that it shall fully comply with its obligations under REACH and shall promptly provide it to Tan International Limited such information as may reasonably be required from time-to-time in order for Tan International Limited to obtain and maintain REACH Compliance in respect of the Goods.

19.4 The Buyer undertakes to ensure that all information provided or made available by Tan International Limited to the Buyer concerning the use, handling, processing, storage or transportation of the Goods (hereinafter the “Use of the Goods”), including without limitation all information concerning any risks to health or safety to which the Use of the Goods may give rise and any conditions necessary to ensure that the Use of the Goods will be without risks to health, shall be brought to the attention of all employees of the Buyer and others involved in the Use of the Goods. The Buyer undertakes further to impose a similar requirement upon any third party to whom the Goods are sold or supplied.

19.4 The Buyer shall promptly inform Tan International Limited of any incident of which the Buyer becomes aware in which the Use of the Goods has or may have given rise to risks to the health or safety of any person.

20. EXPORT SALES

20.1 The provisions of this Clause 20 shall apply only where the Sales Order Confirmation indicates that an Incoterm applies to the Contract.

20.2 The sale of the Goods is subject to the Incoterm (if any) stated in the Sales Order Confirmation.

20.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of Goods into the country of destination and for the payment of any duties on them. Tan International Limited will not be liable if the Buyer breaches any such legislation or regulations.

20.4 Unless otherwise agreed in writing Tan International Limited shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.

20.5 Where Tan International Limited has agreed to invoice Goods in a currency other than Sterling, Tan International Limited may at any time prior to delivery revise the price of the Goods to take account of any variation in exchange rates.

21. PERSONAL DATA

21.1 Tan International Limited may need to process personal data about the Buyer and/or its employees pursuant to the Contract, such as contract details, as further described in a privacy notice available upon request and/or available on Tan International Limited's website. By entering into these terms, the Buyer confirms that it has read and understood the privacy notice and agrees that it will ensure that any of its employees whose personal data Tan International Limited may process pursuant to this Contract will be provided with the information contained in the privacy notice prior to Tan International Limited processing their personal data.

22. CONFIDENTIALITY

22.1 The Buyer and Tan International Limited undertakes that they will not any time hereafter use, divulge or communicate to any person, except to their professional representatives or advisors or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other party which may in future come to their knowledge. The Buyer and Tan International Limited shall use their reasonable endeavours to prevent the publication of any confidential information concerning such matters.

23. ENTIRE AGREEMENT

23.1 The Contract and these conditions (together with all of the other documents to be entered into pursuant to it) sets-out the entire agreement and understanding between the parties relating tho the matters contemplated by the Contract, and all conditions, terms and warranties, whether express or implied, are excluded if they are not expressly set-out in the Contract.

24. WAIVER

24.1 Save in respect of a waiver granted in writing, the failure of Tan International Limited at any time to enforce a provision of this Contract shall not be deemed a waiver of such provision or of any other provision of this Contract or of Tan International Limited’s right thereafter to enforce that or any other provision of this Contract.

25. SEVERABILITY

25.1 If a provision in this Contract is determined by a Court or tribunal of a competent jurisdiction to be wholly or partly unenforceable for any reason:

    25.1.1 Such unenforceability shall not affect the rest of this Contract; and

    25.1.2 The parties shall in good faith amend and if necessary novate this Contract to reflect as near as may be the spirit and intention behind such unenforceable provision or provisions so that the same comply with the laws of that jurisdiction.

26. ASSIGNABILITY

26.1 The Buyer shall not be entitled to assign the benefit or burden of the whole or any part of any Contract without the prior written consent of Tan International Limited. Tan International Limited may sub-contract the performance of its obligations as it sees fit, provided always that Tan International Limited shall remain responsible for the acts and omissions of its subcontractors.

27. STATUS

27.1 Nothing in these Conditions shall create any joint venture, agency or partnership between Tan International Limited and the Buyer.

28. VARIATIONS

28.1 All variations to any Contract or to these Conditions must be made in writing and be signed by both parties and in the case of Tan International Limited by a Director as shown on Tan International Limited's records at Companies House. Each party shall at its own cost do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably requested of it by the other party to implement the Contract..

29. THIRD PARTY RIGHTS

29.1 The provisions of the Contract (Rights of Third Parties) Act 1999 and the Contract (Third Party Rights) (Scotland) Act 2017 shall not apply to this Contract and this Contract shall not confer any right on a Third Party under that Act or otherwise.

30. PROPER LAW

30.1 Every Contract to which these Conditions apply shall be construed and take effect in accordance with the laws of Scotland and the parties herby accept the exclusive jurisdiction of the Scottish Courts.

31. MODERN SLAVERY AND HUMAN TRAFFICKING POLICY

Modern slavery is a criminal offence under the Modern Slavery Act 2015. Modern slavery can occur in various forms, including servitude, forced or compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain. This document sets out the policy of Tan International Limited with the aim of the prevention of opportunities for modern slavery to occur within its businesses or supply chain. This policy’s use of the term “modern slavery” has the meaning given in the Act.


Tan International Limited acknowledges responsibility to the Modern Slavery Act 2015 and will try to select our suppliers carefully taking into consideration this Act. Our Anti-slavery Policy reflects our commitment to acting ethically and with integrity in all our business relationships and to implement an effective system and checks, attempting to ensure slavery and human trafficking is not taking place anywhere in our supply chains.


This Policy takes into account, and supports, the policies, procedures and requirements documented in our Integrated Management System, compliant with the requirements of ISO 9001, ISO 14001 and OHSAS 18001. The implementation and operation of this management system underlines our commitment to this policy.


Tan International Limited is satisfied from its own due diligence there is no evidence of any act of modern day slavery or human trafficking within its own organisation. The Company will not support or deal with any business knowingly involved in slavery or human trafficking.  

This policy applies to all persons working for Tan International Limited or on its behalf in any capacity, including employees at all levels.  

Tan International Limited Management is responsible for ensuring that all employees understand and comply with this policy and are given any required training.

Additional Information.