1. Definitions

In these terms and conditions the following definitions shall apply: Contract: means the contract for the provision of the Services by S&B Pallets Ltd. to the Customer that comprises these terms and conditions and the Order. Customer: means the company, entity or individual detailed in the Order. Goods: means pallets (or pallet based products) purchased by S&B Pallets Ltd. from the Customer for the Price in accordance with these terms and conditions. List Prices: means the list price of S&B Pallets Ltd. from time to time, setting out the Price of the Goods and the specification and quality requirements of the Goods that will be purchased by S&B Pallets Ltd., together with the charges applicable to the Service. Order: means the quotation by S&B Pallets Ltd. to provide the Services to the Customer, once accepted by S&B Pallets Ltd., in accordance with these terms and conditions. Price: means the Price for the Goods (and also including charges for the Service) as set out in the List Prices of S&B Pallets Ltd. at the time of collection of the Goods in accordance with these terms and conditions. Sale Pallets: means pallets (or pallet based products) sold by S&B Pallets Ltd. to the Customer for the Sale Price in accordance with these terms and conditions. Sale Price: means the price of the Sale Pallets from time to time notified to the Customer by S&B Pallets Ltd. or such price as shall have been quoted to the Customer by S&B Pallets Ltd. if different. Service: means the collection of the Goods from the Customer in consideration of the payment of the Price by S&B Pallets Ltd. and/or the sale of Sale Pallets by S&B Pallets Ltd. to the Customer from time to time, in accordance with these terms and conditions. Term: the duration of the term of the Contact as set out within clause 4 of these terms and conditions. Working Day: a normal working day (excluding weekends and public holidays in Canada)

2. Conditions of Business

• 2.1 Quotations by S&B Pallets Ltd. unless otherwise stated in them shall be open for acceptance within 30 days of the date of the quotation. A quotation for Services given by S&B Pallets Ltd. shall not constitute an offer, and S&B Pallets Ltd. reserves its right to change the quotation after it has been issued.
• 2.2 No Contract shall come into existence until the Order (however given) is either accepted by S&B Pallets Ltd.’ written acceptance, or otherwise by S&B Pallets Ltd. commencing the provision of the Services to the Customer in accordance with the Order.
• 2.3 All Services supplied by S&B Pallets Ltd., Goods purchased by S&B Pallets Ltd., and Sale Pallets sold by S&B Pallets Ltd. are supplied, purchased or sold (as the case may be) subject to these terms and conditions, unless otherwise agreed by S&B Pallets Ltd. and confirmed in writing.
• 2.4 These conditions shall be incorporated into the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer, or which might otherwise be implied by trade, custom, practice or course of dealing.
• 2.5 The printed terms and conditions of any purchase order or other correspondence and documents of the Customer issued in connection with this agreement will not apply unless expressly accepted in writing by S&B Pallets Ltd.. No variation to these conditions or any special conditions shall be applicable unless agreed in writing by S&B Pallets Ltd..
• 2.6 The Customer acknowledges that no reliance is placed on any representation made but not embodied in this agreement. This agreement is the complete and exclusive statement of the agreement between the parties and supersedes all previous communications, representations and arrangements, written or oral.
• 2.7 Unless otherwise stated in writing, any additional Services that S&B Pallets Ltd. agrees to supply to the Customer during the Term shall be supplied on these terms and conditions and shall be deemed to form part of the original Order and Contract.

3. Provision of Services

• 3.1 By entering into this Contract, the Customer engages S&B Pallets Ltd. as the exclusive supplier of the Services throughout the duration of the Term in consideration of the payment, by S&B Pallets Ltd., of the Price in accordance with these terms and conditions.
• 3.2 Unless otherwise expressly agreed in writing, S&B Pallets Ltd. shall be entitled in its sole discretion to deliver the Services how it sees fit and to arrange the means, routes and procedure to be followed in the handling, packing and transportation of the Goods.
• 3.3 The Customer warrants that it shall not, throughout the duration of the Term, engage any other business or person to carry out the Services or sell, lease or otherwise dispose of the Goods to any business or person other than S&B Pallets Ltd..

4. Length of Term

• 4.1 Where S&B Pallets Ltd. under the Contract provides ongoing Services to the Customer the Contract shall be for an initial period of 1 year and thereafter automatically renewable annually unless either party shall give to the other not less than 30 days prior written notice of termination expiring on any anniversary of the date of this Contract.
• 4.2 If notice of termination is not received as set out in clause 4.1, the Contract for ongoing Services shall be treated as renewed and the Customer shall continue to engage S&B Pallets Ltd. as its exclusive supplier of the Services in accordance with these terms and conditions.
• 4.3 Without Prejudice to any other right or remedy it may have, either party may terminate this agreement at any time by notice in writing to the other if: (a) the other party is in material breach of this Contract and has failed to remedy such breach within 30 days of receiving notice from the other party (in writing) to do so; or (b) fails to pay any monies due to the other party within 14 days of the monies becoming due; (c) in the event of the insolvency of the other party.
• 4.4 Each party must notify the other, immediately upon becoming aware of an insolvency event happening, or being threatened in relation to that party.

5. Collection and Loading

• 5.1 S&B Pallets Ltd. shall use all reasonable endeavours to collect the Goods from the Customer at an agreed time and location, subject to receiving not less than 72 hours prior notice.
• 5.2 The Customer must give S&B Pallets Ltd. not less than ONE Working Day’s prior written notice to cancel an agreed collection time.
• 5.3. All Customers are required to provide specific order instructions to S&B Pallets Ltd. detailing all relevant information relating to collection including the quantity of Goods to be collected and any times during which access will be denied or restricted.
• 5.4. All collection times agreed by S&B Pallets Ltd. are business estimates and S&B Pallets Ltd., its employees and agents shall be under no liability whatsoever for any delay in collection howsoever caused.
• 5.5 The Customer shall be responsible for ensuring the Goods are adequately stored, stacked, packed and available for collection and loading onto S&B Pallet’s vehicle prior to the agreed collection time.
• 5.6 The Customer shall be responsible for loading the Goods onto S&B Pallet’s vehicle. S&B Pallets Ltd. shall give the Customer reasonable access to the vehicle to enable proper loading, however S&B Pallets Ltd. shall not be required to provide additional services other than the Services.
• 5.7 The Customer shall be responsible for providing and safely operating any equipment that may be required for loading the Goods onto the vehicle unless other arrangements are agreed between the parties in writing.
• 5.8 S&B Pallets Ltd. reserves its right to refuse collection of Goods that are either Excluded Goods (in accordance with clause 6) or Damaged Goods (in accordance with clause 7).
• 5.9 The Customer shall indemnify S&B Pallets Ltd. and keep S&B Pallets Ltd. indemnified against all losses, damages, payments expenses, fines and claims suffered or incurred by S&B Pallets Ltd. arising from any defective stowage or packing of the Goods including, but not limited to, overloading, unsafe or imbalanced stowing or packing or damaging the vehicle crate package or container.
• 5.10. Where collection is by instalments each collection will be a separate contract and any failure or defect in any one collection shall not invalidate the Contract as to the remaining collection.
• 5.11 If: (a) S&B Pallets Ltd. cannot gain access to the Goods; or (b) the Goods are not available for collection at the agreed time; or (c) the Goods are not stacked in a safe manner as provided for by this clause 5; or (d) in the sole discretion of S&B Pallets Ltd., the Goods are unsafe for transportation; then S&B Pallets Ltd. reserves the right to charge the Customer for the any loss incurred by S&B Pallets Ltd. as a result of the Customer’s failure to comply with this clause, including (but not limited to), petrol/diesel, drivers costs, administration costs and any other losses suffered by S&B Pallets Ltd. as a consequence of the Customers breach.

6. Excluded Goods

• 6.1 S&B Pallets Ltd. shall only purchase wooden pallets from the Customer. Any item that is not an exclusively wooden pallet, including (but not limited to) card, plastics, metals, chemicals, paints, dangerous or hazardous substances, and illegal materials shall be classed as excluded items (“Excluded Goods”)
• 6.2 The Customer shall ensure that any consignment of Goods that is made available for collection in accordance with clause 5 does not include Excluded Goods and shall not load any Excluded Goods onto a S&B Pallets Ltd. vehicle.
• 6.3 The Customer shall indemnify S&B Pallets Ltd. against any loss or damage (whether direct or indirect or consequential) suffered by S&B Pallets Ltd. as a result of the Customer supplying Excluded Goods including (but not limited to) damage caused to vehicles, equipment and machinery as S&B Pallets Ltd. as a result of the Excluded Goods.

7. Damaged Goods

• 7.1 The quality requirements and specifications of the Goods are set out within the List Prices. Any Goods that (in the reasonable opinion of S&B Pallets Ltd.) do not meet the specification or quality requirements shall be classed as damaged goods (“Damaged Goods”).
• 7.2 S&B Pallets Ltd. shall not be required to pay for any Damaged Goods that have been collected and reserves the right to deal with Damaged Goods in any way that it sees fit, including (but not limited to) destroying or dismantling Damaged Goods for spare parts.

8. Delivery of Sale Pallets

• 8.1. All Customers are required to provide specific order instructions to S&B Pallets Ltd. detailing all relevant information relating to delivery of Sale Pallets including any times during which access will be denied.
• 8.2. All delivery dates given by S&B Pallets Ltd. are business estimates and S&B Pallets Ltd., its employees and agents shall be under no liability whatsoever for any delay in delivery howsoever caused.
• 8.3.The Customer shall be bound to accept delivery and to pay for the Sale Pallets in full provided delivery is tendered at any time within 2 months of the anticipated delivery date.
• 8.4. If the Customer fails to take delivery of the Sale Pallets or fails to give S&B Pallets Ltd. adequate delivery instructions at or before the time stated for delivery then S&B Pallets Ltd. may store the Sale Pallets until actual delivery and charge the Customer for any storage costs reasonably and properly incurred and any additional costs of carriage.
• 8.5. The Customer shall ensure that the Sale Pallets are located, used, loaded and unloaded properly and responsibly in accordance with any relevant statutory provisions.

9. Prices and Payment

• 9.1. S&B Pallets Ltd. shall provide the Customer with a monthly statement of account, detailing the Price for the Goods (including any deductions that are made in accordance with clause 10) and (if applicable) the Sale Price for the Sale Pallets within 5 days of the end of the month during which the Services were provided (“Monthly Account”).
• 9.2 Following receipt of the Monthly Account the Customer shall either raise an invoice to S&B Pallets Ltd., or S&B Pallets Ltd. shall invoice the Customer (as the case may be) and such invoice shall be paid for within 30 days of the date of the invoice. Where S&B Pallets Ltd. have agreed to enter into a self-billing arrangement with the Customer, then S&B Pallets Ltd. will raise the invoice on the Customers behalf.
• 9.3 Payments outstanding at the due date shall attract interest at 4% over the Bank of Canada minimum lending rate for the time being in force from the due date until the date of payment.
• 9.4 Any dispute as to the Price shall be notified by the Customer to S&B Pallets Ltd. within 7 days of the receipt of the notice set out in clause 9.1 above.
• 9.5 It is acknowledged by the Customer that S&B Pallets Ltd. may adjust the List Prices and Sale Prices from time to time to reflect any legislative, fuel, cost increases or any other cost variables outside of S&B Pallets Ltd.’ control (including additional costs incurred as a result of the Customer amending its’ instructions to S&B Pallets Ltd.), notice of which shall be given to the Customer at the earliest possible opportunity. Any alteration to the List Prices shall be notified to the Customer as soon as is reasonably practical and will be deemed accepted by the Customer immediately upon the next collection following such notification.

10. Deductions

• 10.1 S&B Pallets Ltd. may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by S&B Pallets Ltd. to the Customer.
• 10.2 S&B Pallets Ltd. reserves its right to deduct from any monies due to the Customer pursuant to clause 9, including (but not limited to):
• 10.2.1 any monies charged to the Customer in accordance with clause 5.11 or any other loss incurred as a result of the Customers failure to make the Goods available for collection at the agreed time, and in the manner provided for, pursuant to clause 5; or
• 10.2.2 any loss incurred by S&B Pallets Ltd. as a result of S&B Pallets Ltd. rejecting Excluded Goods or Damaged Goods at the point of collection in accordance with clause 5.8; or
• 10.2.3 any loss incurred by S&B Pallets Ltd. as a result of S&B Pallets Ltd. collecting, transporting, dismantling or destroying Damaged Goods and/or Excluded Goods.

11. Risk & Title

• 11.1 Title and risk in the Goods shall pass to S&B Pallets Ltd. once the Goods have been removed from the Customer’s premises following the successful loading of the Goods onto S&B Pallets Ltd. vehicle at the time of collection.
• 11.2 Risk in the Sale Pallets shall pass to the Customer upon delivery but title in the Sale Pallets shall not pass to the Customer until S&B Pallets Ltd. has been paid in full for the Sale Pallets.
• 11.3 Until such time as title in the Sale Pallets passes to the Customer, the Customer shall store the Sale Pallets separately from any other goods and in such a way that the Sale Pallets can be readily identifiable as being the property of S&B Pallets Ltd..
• 11.4 Until such time as the Sale Pallets are paid for by the Customer, S&B Pallets Ltd. shall be entitled at any time to require the Customer to deliver up the Sale Pallets and/or at S&B Pallets Ltd.’ election to enter upon the premises of the Customer and to take possession of the Sale Pallets, the Customer irrevocably authorising S&B Pallets Ltd. to enter any such premises by such means as may reasonably be necessary in order to effect such repossession.

12. Heat treatment

• 12.1 S&B Pallets Ltd. is registered with the Canadian wood packing material marking programme and licensed under registration number FC0092. The application of that mark to Sale Pallets supplied to the Customer by S&B Pallets Ltd. certifies that the Sale Pallets have been heat treated within the United Kingdom to prescribed phyto-sanitary standards.
• 12.2 S&B Pallets Ltd. agrees to comply with regulations required to meet such standards before application of the mark but cannot be held responsible for any export requirements, advice in relation to which should be sought by the Customer from the relevant authority.
• 12.3 To the extent that S&B Pallets Ltd. provides information in respect of requirements for export of goods it uses as it source the Canadian Forestry Commission website and they or any other relevant authority should be consulted.
• 12.4 Heat treatment certificates will be provided to Customers upon request.

13. Use, Storage and Insurance of equipment

• 13.1 Any equipment supplied by S&B Pallets Ltd. shall at all times remain the property of S&B Pallets Ltd.. The Customer shall be responsible for its safe keeping and for any damage while under its care and shall not permit its use or movement by any third party without the written consent of S&B Pallets Ltd..
• 13.2 Any equipment supplied by S&B Pallets Ltd. must be returned to S&B Pallets Ltd. at the end of the Term in the same condition as when provided at the start of the agreement, reasonable wear and tear excepted.
• 13.3 The Customer shall ensure that the equipment supplied by S&B Pallets Ltd. is not overloaded or filled with unsuitable waste, such as building rubble, soil, concrete and similar waste.
• 13.4 The Customer accepts full responsibility for the location, care and the use of the equipment and the material while at the Customer’s premises and shall ensure that its public, employers and fire insurances cover any risks associated with the equipment in accordance with this acceptance of responsibility and shall also include the equipment on their insurance schedule at its present replacement value. The Customer accepts full liability for the loss of or damage to the equipment, from whatever cause, while the equipment is on hire/loan and will compensate S&B Pallets Ltd. for the cost of replacement or refurbishment thereof. S&B Pallets Ltd. can ask the Customer to view its certificate of insurance at any time.

14. Liability

• 14.1 Subject to clause 14.4:
  (a) S&B Pallets Ltd. shall have no liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss or damage of any nature arising under or in connection with any breach of any express or implied warranty or condition of the Contract or in any other way out of or in connection with the performance or purported performance of or failure to perform the Contract; and
  (b) S&B Pallets Ltd.’ total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, the invoiced price of the Sale Pallets, Goods and/or Services to which the claim relates
• 14.2 S&B Pallets Ltd. will so far as practicable ensure that the Sale Pallets will correspond to any specification required by the Customer but expressly excludes all warranties conditions or terms implied by statute or common law so far as permitted by law.
• 14.3 In particular, S&B Pallets Ltd. can give no warranty as to the suitability of second hand or manufactured pallets for the purpose intended by the Customer. Subject to clause 14.2 above, S&B Pallets Ltd. will ensure however that the Sale Pallets supplied conform to any specification required by the Customer.
• 14.4 Nothing in this Contract shall limit or exclude S&B Pallets Ltd.’ liability for:
  (a) for death or personal injury resulting from S&B Pallet’s negligence; or
  (b) for fraud or fraudulent misrepresentation.
• 14.5 Without prejudice to the clause above, S&B Pallets Ltd. shall not in any event be liable for any claim unless notified in writing within 7 days of the collection of the Material or the event giving rise to a claim.

15. Force Majeure

• 15.1 S&B Pallets Ltd. shall be excused from any liability if the performance in whole or in part of the contract is prevented or hindered by cause beyond its control including without limitation by act of god, war, terrorism or acts of central or local government or other competent authority, fire, accident, strike, trade dispute or lockout etc.

16. General

• 16.1 The Customer shall ensure that any person giving written instructions, or signing a delivery/collection note, on behalf of the Customer pursuant to these terms and conditions is duly authorised to enter into contracts on the Customer’s behalf, and the Contractor is entitled to assume that any person giving written instructions, or signing a delivery/collection note, on behalf of the Customer is so authorised, without the need to carry out further enquiry.
• 16.2 The Customer may not transfer, assign or otherwise part with the whole or any part its rights and obligations under any Contract without S&B Pallets Ltd.’ prior written consent. S&B Pallets Ltd. may transfer, assign or otherwise part with the whole or any part of its rights and obligations under any Contract at any time.
• 16.3 Neither party’s failure to enforce or rely on or delay in enforcing or relying on any right will prevent that party from later enforcing or relying upon that or any other right.
• 16.4 If a court or other regulatory body finds that any part of this Agreement is invalid or unenforceable, the remainder of the Contract shall not be affected and shall be construed as if such invalid or unenforceable part did not exist.
• 16.5 Each Contract shall be governed by and construed in accordance with the law of Canada and each party agrees to submit to the exclusive jurisdiction of the courts of Canada.