Terms & Conditions

STANDARD CONDITIONS OF SALE

The following Standard Conditions of Sale, as varied from time to time by the Seller, will govern this transaction and all contracts between the parties for the sale of goods and/or supply of services except as otherwise specifically agreed in writing by the Buyer and the Seller, and to the exclusion of any terms which the Buyer may seek to impose.

1. Orders and Acceptance

No binding contract for the sale of goods and/or supply of services shall exist until the Seller has accepted the Buyer’s order.

2. Prices

(a) Any price given by the Seller is for information only. All prices quoted are exclusive of Value Added Tax (”VAT”) and any other duties that may be payable.

(b) Notwithstanding that an order has been accepted, prices and rates of VAT will be those current on the date of invoice.

3. Payment

(a) Payment shall be made nett cash on delivery of invoice unless otherwise expressly agreed in writing by the Seller. The Seller reserves the right to charge interest at 1.5% per month on any overdue account.

(b) Liability to make payment shall arise on the Seller’s acceptance of the Buyer’s order. The Seller shall be entitled to sue for the current price of goods ordered, even if property in those goods has not passed pursuant to Clause 7. The Seller shall be entitled to suspend further deliveries of goods or further performance of services ordered if any sums are owed by the Buyer.

4. Delivery & Inspection

(a) Any complaint of short delivery, quality of goods or services or of damage to goods in transit must be notified to the Seller in writing otherwise than upon consignment note or delivery document within 48 hours of receipt of the goods and any complaint of failure to deliver goods invoiced must be so notified within 7 days of the date of the invoice.

(b) The Seller will make every effort to keep to dates for performance, delivery and shipment but such dates are not to be treated as terms of the contract and the Seller will not be liable for any loss or damage which may result from late performance, delivery or shipment.

(c) The Seller shall be entitled to make additional charges in respect of costs arising from any variation in the Seller’s standard delivery arrangements, or if the Buyer does not permit delivery to take place as agreed.

5. Quality and Warranties

(a) Liability of the Seller in respect of defective goods or services shall be restricted to defects notified in accordance with Clause 4(a) above, and in any event shall (except in the case of death or personal injury caused by the negligence of the Seller) be limited to refunding that part of the price which relates to the defective item or work.

(b) Except as expressly accepted by the Seller in these terms and conditions, the Seller shall have no liability of any kind to the Buyer, whether arising from a breach of these terms and conditions, or a breach of any duty of care owed by the Seller or otherwise, and no responsibility is accepted by the Seller (except in respect of death or personal injury resulting from the Seller’s negligence) for any consequential damage or loss arising directly or indirectly out of the goods supplied or services provided.

(c) All conditions and warranties, whether express, or implied by statue or otherwise, (including those as to the merchantable quality of the goods ordered or as to their suitability for any purpose , or correspondence with sample) shall be excluded to the fullest extent permitted by law.

6. Design Work

(a) Where the Buyer requires design or printing work to be undertaken in respect of the goods or services ordered the Seller shall act as the Buyer’s agent in arranging the work to be undertaken by a third party and the Buyer agrees to be bound by any terms that are imposed by that third party.

(b) No responsibility shall be accepted by the Seller for the quality of printing work undertaken nor shall the Seller be responsible in any way for any errors in proof, which has been submitted to and approved by the Buyer.

(c) The Seller shall have a lien (with a right of sale exercisable at any time) over all origination work and goods the subject of design or printing work until all amount due to the Seller by the Buyer have been paid in full by the Buyer.

(d) The Buyer is fully responsible for all designs supplied in relation to printing work and shall keep the Seller fully indemnified in respect of all costs, expenses, losses and liabilities incurred by the Seller which result from any claims by third parties that any design, in whole or in part infringes that party’s intellectual property rights, including but not limited to copyright, trade or service marks, whether or not registered, or in respect of any other claim whatsoever.

7. Title and Risk

The Seller and the Buyer expressly agree that until the Seller has been paid in full for the goods comprised in a sale contract between them and any other amounts due to the Seller from the Buyer.

(a) The goods remain the property of the Seller (although the risk therein passes to the Buyer at the point when delivery is made to the Buyer).

(b) Until property in the goods has passed to the Buyer:

(i) The Buyer shall clearly mark or designate the goods so that they remain readily identifiable as the property of the Seller and shall store the same in a proper manner without charge to the Seller. The Seller may recover the goods at any time from the Buyer, if in his possession, and if the amount outstanding remains unpaid after the due date for payment has passed, and for this purpose the Seller, its servants and agents my enter upon any land or building upon which the goods are situated.

(ii) The Buyer shall hold the goods in the fiduciary capacity of bailee provided that this shall not prevent the Buyer from selling the goods in the ordinary course of his business as agent of the Seller and to pass good title to the goods to its customers who are bona fide purchasers for value without notice of the Seller’s rights.

(iii) In the event of such disposal the proceeds of sale and/or the claims to such proceeds shall at all times be held on trust for the Seller and the Buyer shall pay all such proceeds into a bank account separate from all other monies of the Buyer and the Buyer has the fiduciary duty to the Seller to account to the Seller for the proceeds of sale, but may retain therefrom an excess of such proceeds over the amount outstanding under the sale contract.

(iv) The Seller has the additional right to recover sums due in respect of the goods directly from the Buyer’s customer to the extent unpaid by the customer; if the Seller avails itself of such right the Seller will account to the Buyer for any such excess as aforesaid less any expenses incurred by the Seller in respect of such recovery.

(c) The provisions of this clause 7 shall apply notwithstanding that the Seller as agent of the Buyer has arranged for the goods to be printed.

8. Force Majeure

The Seller shall not be liable for failing to perform the contract whether wholly or in part, if the failure is caused either wholly or partly by any circumstance or circumstances outside the Seller’s reasonable control.

9. Tolerances and Samples

(a) Except where otherwise agreed in writing the Seller shall be deemed to have fulfilled its obligations under a contract by supplying goods within the tolerance stated in the Codes of Practice of the Packaging Distributors Association from time to time in force.

(b) Where orders are placed by the Buyer in reliance upon samples provided by the Seller, the Seller shall endeavour to ensure that the goods comply with the quality and dimensions of the sample, but no liability can be accepted for discrepancies between samples and the goods delivered.

10. Services

The following clauses shall apply where goods are delivered to the Seller for the purpose of the Seller performing services in relation to them.

(a) The Buyer warrants that the goods are the property of the Buyer, free from defects and in a condition in all respects suitable for the Seller to perform the services in relation to them.

(b) The Seller shall have a lien (with a right of sale exercisable at any time) over the goods until all amounts due to the Seller by the Buyer have been paid in full by the Buyer.

11. Governing Law

The validity, construction and performance of all contracts made between the parities shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.