Terms & Conditions

 

STANDARD CONDITIONS OF SALE FOR CARTON MANUFACTURERS


1. Basis of Contract
1.1 These conditions apply to the contract to the exclusion of any other terms that the customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.2 The order constitutes an offer by the customer to purchase the goods in accordance with these conditions. The customer is responsible for ensuring that the terms of the order and any applicable specification submitted by the customer are complete and
accurate.
1.3 The order shall only be deemed to be accepted when the seller issues a sales order confirmation, at which point the contract shall come into existence.
1.4 The contract constitutes the entire agreement between the parties. The customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the seller which is not set out in the
contract.
1.5 Any samples, drawings, descriptive matter or advertising produced by the seller and any descriptions or illustrations contained in the seller's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods described in
them. They shall not form part of the contract or have any contractual force.
1.6 A quotation for the goods given by the seller shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue.
2. Terms
2.1 The price of the goods shall be the price set out in the sales order confirmation or, if no price is quoted, the price set out in the seller's published price list in force as at the date of delivery.
2.2 The seller may increase the price of the goods to reflect any increase in the cost of the goods that is due to:
(a) any factor beyond the seller's control (including foreign exchange fluctuations, increases in taxes and duties, increases in labour, materials and other manufacturing costs);
(b) any request by the customer to change the delivery date(s), delivery location(s), quantities or types of goods ordered, or the specification; or
(c) any delay caused by any instructions of the customer or failure of the customer to give the seller adequate or accurate information or instructions.
2.3 The price of the goods is inclusive of the costs and charges of packaging, insurance and transport of the goods, unless otherwise agreed.
2.4 The price of the goods is exclusive of amounts in respect of value added tax (VAT). The customer shall, on receipt of a valid VAT invoice from the seller, pay to the seller such additional amounts in respect of VAT as are chargeable on the supply of the goods.
2.5 The seller may invoice the customer for the goods on or at any time after the completion of delivery.
2.6 The customer shall pay the invoice in full and in cleared funds by the 20th of the month following the month of delivery. Payment shall be made to the bank account nominated in writing by the seller unless otherwise agreed. Time of payment is of the
essence.
2.7 If the customer fails to make any payment due to the seller under the contract by the due date for payment, then the customer shall pay interest on the overdue amount at the rate of 8% per annum above the Bank of England's base rate from time to time.
Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The customer shall pay the interest together with the overdue amount.
2.8 The customer shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The seller 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 the seller to the customer.
2.9 In the case of contracts involving more than one delivery, if default is made in payment on due date for any one delivery the seller at his option shall be entitled to treat the contract as repudiated by the customer and to claim damages accordingly.
2.10 Contracts once accepted cannot be cancelled nor amended except by mutual agreement and then only on terms which would fully indemnify the seller.
3. Delivery
3.1 The seller shall deliver the goods to the location set out in the sales order confirmation or such other location as the parties may agree (delivery location).
3.2 Where contracts provide for a single delivery without specifying a date, goods shall be delivered and accepted within 14 days of their being ready.
3.3 Where contracts provide for deferred deliveries all the deliveries shall be accepted in the time frame set out in the sales order confirmation. In the event of failure to accept any delivery that delivery shall be deemed to have occurred and storage costs charged
to the customer's account with the goods being held at the customer's risk.
3.4 Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
3.5 The seller shall have the option of revising the delivery date or dates prior to manufacture if circumstances beyond seller's control prevent the seller keeping to the originally agreed date or dates.
3.6 Delivery of the goods shall be completed on the goods' arrival at the delivery location.
3.7 Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. The seller shall not be liable for any delay in delivery of the goods that is caused by force majeure or the customer's failure to provide the seller with adequate
delivery instructions or any other instructions that are relevant to the supply of the goods.
3.8 The liability of the seller for failure to comply with agreed delivery dates as varied where necessary in accordance with clause 3.5 shall be limited to reimbursement to the customer of the actual loss incurred but in no case exceeding the value of the goods
which are the subject of the contract. The seller shall have no liability for any failure to deliver the goods to the extent that such failure is caused by force majeure or the customer's failure to provide the seller with adequate delivery instructions or any other
instructions that are relevant to the supply of the goods.
4. Quality
4.1 The seller warrants that on delivery the goods shall:
(a) conform with their description and any applicable specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the seller.
4.2 Subject to clause 4.3, if:
(a) the customer gives notice in writing to the seller within 14 days from the date of delivery that some or all of the goods do not comply with the warranty set out in clause 4.1;
(b) the seller is given a reasonable opportunity of examining such goods; and
(c) the customer (if asked to do so by the seller) returns such goods to the seller's place of business at the customer's cost,
the seller shall, at its option, repair or replace the defective goods, or refund the price of the defective goods in full.
4.3 The seller shall not be liable for goods' failure to comply with the warranty set out in clause 4.1 in any of the following events:
(a) the customer makes any further use of such goods after giving notice in accordance with clause 4.2(a);
(b) the defect arises because the customer failed to follow the seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the seller following any drawing, design or specification supplied by the customer;
(d) the customer alters or repairs such goods without the written consent of the seller;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4.4 Except as provided in this clause 4, the seller shall have no liability to the customer in respect of the goods' failure to comply with the warranty set out in clause 4.1.
4.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the contract.
4.6 These conditions shall apply to any repaired or replacement goods supplied by the seller.
5. Liability
5.1 Nothing in these conditions shall limit or exclude the seller liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for the seller to exclude or restrict liability.
5.2 Subject to clause 5.1:
(a) the seller shall under no circumstances whatever be liable 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 arising under or in connection
with the contract; and
(b) the seller's 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, shall in no circumstances exceed the price of
the goods.
6. Quantity variations
A shortage or surplus charged pro rata not exceeding 10% will be considered due execution of any contract except as otherwise specifically agreed in writing by the seller and the customer. Where an order provides for delivery by instalments then, for the
purpose of this clause, these instalments shall be aggregated.
7. Sketches
All sketches and origination work remain the property of the seller.
8. Customer's requirements, printing and construction
8.1 Alterations from original copy on and after first proof including alterations in style of construction will be charged extra. Proofs of all work may be submitted for customer's approval and no responsibility will be accepted for any errors in proofs which may be
passed by the customer. The customer shall be solely responsible for any matter which the seller prints on the goods on the instructions or at the request of the customer, for any design or construction which the seller executes on the instruction or at the
request of the customer whether the same shall have been supplied by the seller or by the customer.
8.2 Where the customer specifically waivers any requirement to examine proofs, the seller is indemnified by the customer against any and all errors on the goods.
8.3 The seller shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any material printed for
the customer. The indemnity shall include (without limitation) any amounts paid on a lawyer's advice in settlement of any claim that any matter is libellous or such an infringement.
9. Electronic files
9.1 It is the customer's responsibility to maintain a copy of any original electronic file.
9.2 The seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed.
9.3 Without prejudice to clause 10.2, if an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the seller may make a charge for any resulting additional cost incurred. In such
circumstances the seller will take every care to secure the best results but shall not be responsible for:
(a) any imperfect work caused by the unsuitability of any such electronic file; or
(b) any delay in delivery occasioned by the additional work.
9.4 In this clause, 'electronic file' means any text, illustration or other matter supplied to the seller in digitised form on disk, through a modem, or by ISDN or any other communication link.
10. Property supplied or specified by customer
10.1 Customer's property when supplied will be held at customer's risk.
10.2 Every care will be taken to secure the best results where materials are supplied or specified by the customer, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
11. Machine readable codes
11.1 In the case of machine readable codes or symbols the seller shall print the same as specified or approved by the customer in accordance with generally accepted standards and procedures.
11.2 The customer shall be responsible for satisfying himself that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.
11.3 The customer shall indemnify the seller against any claim by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the seller to comply with clause 11.1
above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.
12. Ownership and risk
12.1 The risk in the goods shall pass to the customer on completion of delivery.
12.2 Title to the goods shall not pass to the customer until the earlier of:
(a) the seller receives payment in full (in cash or cleared funds) for the goods and any other goods that the seller has supplied to the customer in respect of which payment has become due, in which case title to the goods shall pass at the time of
payment of all such sums; and
(b) the customer resells the goods, in which case title to the goods shall pass to the customer at the time specified in clause 12.4(b).
12.3 Until title to the goods has passed to the customer, the customer shall:
(a) store the goods separately from all other goods held by the customer so that they remain readily identifiable as the seller's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;
(c) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) allow the seller to inspect the goods held by the customer;
(e) notify the seller immediately if it becomes subject to any of the events listed in clause 13; and
(f) give the seller such information relating to the goods as the seller may require from time to time.
12.4 Subject to clause 12.5, the customer may resell or use the goods in the ordinary course of its business (but not otherwise) before the seller receives payment for the goods. However, if the customer resells the goods before that time:
(a) it does so as principal and not as the seller's agent; and
(b) title to the goods shall pass from the seller to the customer immediately before the time at which resale by the customer occurs.
12.5 If before title to the goods passes to the customer, the customer becomes subject to any of the events listed in clause 13, then, without limiting any other right or remedy the seller may have:
(a) the customer's right to resell the goods or use them in the ordinary course of its business ceases immediately; and
(b) the seller may at any time:
(i) require the customer to deliver up all goods in its possession which have not been resold, or irrevocably incorporated into another product; and
(ii) if the customer fails to do so promptly, enter any premises of the customer or of any third party where the goods are stored in order to recover them.
13. Insolvency
Without prejudice to other remedies, if the customer becomes insolvent (namely, being a company is deemed to be unable to pay its debts or has a winding up petition issued against it or has a receiver, administrator or administrative receiver appointed to it
or being a person commits an act of bankruptcy or has a bankruptcy petition issued against him) the seller shall have the right not to proceed further with the contract or any other work for the customer and be entitled to charge for work already carried out
(whether completed or not) and materials purchased for the customer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.
14. General Lien
Without prejudice to other remedies, in respect of all unpaid debts due from the customer the seller shall have a general lien on all goods and property in his possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to
dispose of such goods or property as agent for the customer in such manner and at such price as he thinks fit and to apply the proceeds towards such debts, and shall when accounting to the customer for any balance remaining be discharged from all liability
in respect of such goods or property.
15. Force majeure
The performance of all contracts is subject to variation or cancellation by the seller owing to any Act of God, war, strikes, lock outs, fire, flood, drought, tempest or any other cause beyond the control of the seller or owing to any inability by the seller to procure
materials or articles required for the performance of the contract and the seller shall not be held responsible for any inability to deliver caused by any such contingency.
16. General
16.1 Assignment and other dealings.
(a) The seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract.
(b) The customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract without the prior written consent of the seller.
16.2 Notices.
(a) Any notice or other communication given to a party under or in connection with the contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other
address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 16.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the
second business day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one business day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.3 Severance.
(a) If any provision or part-provision of the contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the contract.
(b) If any provision or part-provision of this contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves
the intended commercial result of the original provision.
16.4 Waiver
A waiver of any right or remedy under the contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the contract or by
law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or
any other right or remedy.
16.5 Third party rights
A person who is not a party to the contract shall not have any rights to enforce its terms.
16.6 Variation
Except as set out in these conditions, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the seller.
17. Law
These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).