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CONDITIONS OF SALE
CONTRACT
1. All orders are accepted subject to these conditions. No order shall be binding unless
confirmed by the Company’s official Order Confirmation. By ordering any goods from
EASYPACK Corrugated Cases Ltd or Point of Purchase Corrugated Displays Ltd (“The Company”) the buyer will be deemed to agree that
these conditions of sale shall form the basis of the contract made in respect of the said goods
and that they shall prevail notwithstanding any printed or other conditions contained in any
purchase order, acceptance or quotation or otherwise brought to the buyers notice. All
other Conditions, Agreements, Representations, Promises, Undertakings, Understandings or
Warranties of any kind (apart from those implied by section 12 of the Sales of Goods Act
1893) are hereby excluded.
QUOTATIONS
2. All quotations are subject to withdrawal or amendment at any time prior to confirmation by
the Company or an order for goods referred to herin and are also subject to materials being
available at the time of acceptance of order. Clerical errors are subject to correction.
PRICES
3. (a) Where the quantity ordered is less than quoted for or delivery is ordered in
instalments less than those specified in the quotation, the prices are subject to
adjustments as appropriate.
(b) Prices are subject to revision in the event of any increase in costs or raw material or
other costs required to fulfill the order, between the date of confirmation or order and
the date of delivery to buyer.
(c) In the event of any dispute arising as to such increased prices a certificate given by
the Company’s Accountants that such increased prices are caused directly by
specified increase in costs incurred by the Company shall be final and binding on the
buyer.
(d) Prices are subject to sight of artwork.
(e) Prices do not include the cost of artwork and origination which will be charged
separately.
MANUFACTURE
4. (a) All manufacturing quantities are subject to a tolerance of +/- 10 per cent, the surplus
or shortage to be charged or deducted pro rata.
(b) Specified dimensions are subject to a tolerance of +/- 3millimetres.
(c) Materials or equivalent or higher strength may be substituted for materials quoted.
Any materials supplied are subject to the tolerances laid down in the British Paper
and Board Trade Customs, copies of which are available from the British Paper and
Board Trade Federation.
(d) No warranty is given as to suitability for any particular purpose or conditions, neither
do we accept liability for damage to contents.
ARTWORK AND PRINTING
5. (a) All sketches and origination work shall remain the Company’s property unless paid
for by the buyer.
(b) No responsibility will be accepted by the Company for errors in proofs or printing
details which have been passed by the buyer.
(c) Quotations for printing are made subject to the availability of copy matter and are
made on the basis of the use of the Company’s standard range of ink colours, any
deviation from which may at the Company’s discretion be charged extra.
(d) All items owned by the buyer and left at the Company’s premises or handed to an
employee of the Company should be insured, and a receipt for such goods should be
obtained from the employee to whom the items were handed.
TOOLING COSTS
6. The cost of die-cutting formes or other tooling costs specifically required to complete the
Buyer’s order are not included in the prices and will be charged separately.
DELIVERY
7. (a) Every effort will be made by the Company to deliver goods within the agreed delivery
period but no guarantee of delivery date is implied and the Company shall not be
liable for loss or damage occasioned by any delay in delivery.
(b) Where the Buyer fails to accept deliveries in accordance with the terms and
conditions of the order, as confirmed in the Company’s official Order Confirmation,
the balance of undelivered goods shall be invoiced to the Buyer, the goods being held
at the Buyer’s risk and any storage and additional carriage costs being charged to the
Buyer’s account.
PAYMENT
8. Subject to satisfactory references, goods invoiced up to and including the last day of a
calendar month shall be paid for not later than the last business day of the following month.
The Company reserves the right to charge interest on an overdue account, at commercial
rates which will be not less than 3% over the Base Rate of Barclays Bank Plc from time to
time applicable until the sum due is paid, otherwise payment is made by cash with order.
PASSING OF RISK AND TITLE
9. (1) The risk in the goods shall pass to the Buyer when the goods are tendered for delivery
at the Buyer’s works or premises. The risk in goods collected from the Company’s
works shall pass to the Buyer when the goods are loaded onto the vehicle of his
carrier or other agent.
(2) Until full payment for the goods has been received by the Company:-
(a) property in the goods shall remain in the Company;
(b) should the goods (or any of them) be converted into a new product, whether
or not such conversion involves the admixture of any other goods or thing
whatsoever and in whatever proportions, the conversion shall be deemed to
have been effected on behalf of the Company and the Company shall have
full legal and beneficial ownership of the new product;
(c) the buyer shall keep and store the goods and the new product referred to in
(b) above in such a manner that they can be identified as being the
Company’s property;
(d) subject to (e) and (f) below, the Buyer shall be at liberty to sell the goods and
the new products referred to in (b) above in the ordinary course of business
on the basis that the proceeds of such sale shall be the Company’s property
and held in trust by the Buyer for the Company absolutely;
(e) the Company may at any time revoke the Buyer’s power of sale by notice to
the Buyer if the Buyer is in default for longer than seven days in the payment
of any sum whatsoever due to the Company, or if the Company have
bonafide doubts to the solvency of the Buyer;
(f) the Buyer’s power of sale shall automatically cease if a receiver is appointed
over any of the assets or the undertaking of the Buyer or a winding-up order
is made against the Buyer or the Buyer goes into voluntary liquidation
(otherwise than for the purpose of reconstruction or amalgamation) or calls a
meeting of or makes any arrangement or composition with creditors or
commits any act of bankruptcy.
(g) upon determination of the Buyer’s power of sale under (e) and (f) above the
Buyer shall place the goods and the new products at the Company’s disposal
who shall be entitled to enter upon any premises of the Buyer for the purpose
of removing the goods and new products from the premises (including
severance from the reality where necessary).
CLAIMS
10. (a) Any complaint of short delivery or of damage to goods in transit must be notified to
the Company in writing otherwise than upon a consignment note or delivery
document within 7 days of receipt of goods and any complaint of failure to deliver
goods invoiced must also be notified within 7 days of the date of invoice.
(b) Where a delivery is made by the company to a carrier for transmission to the Buyer
or Buyer’s nominee, the Company will claim against the carrier on the Buyers behalf
in respect of non-delivery or short delivery by the carrier or damage in transit
provided the Buyer notifies both the Company and the Carrier in writing of
any such claim within 7 days.
(c) Without prejudice to any other provisions of this clause all other liability is hereby
excluded for any loss or damage howsoever arising sustained by the Buyer in
connection with, or as a result of, any defect in the goods supplied or any other error
or omission on the party of the Company in the performance of an obligation
hereunder.
(d) In the event of any claim the Company shall have the option of replacing or crediting
the value of the goods, thereby fully discharging all legal liability in the respect
thereof.
(e) Return of goods after delivery will not be accepted unless the Company or the
Company’s representative have first had an opportunity of examining them before
despatch from the Buyers delivery address.
(f) The Buyer will be liable to indemnify the Company against all expense, loss or
damage suffered by the Company as a result of claims for infringement of patents,
trademarks, registered design, copyright or any form of print details, arising out of
work done to the Buyer’s direct instructions.
PALLETS
11. Pallets with the Company’s logo on remain the property of the Company and are returnable
at the earliest possible opportunity. The Company reserves the right to charge at market price
for any pallets not returned within the stated period.
FORCE MAJEURE
12. Every effort will be made to carry out any contract based on the quotation but the due
performance of it is subject to variation or cancellation owing to force majeure, which term
shall be deemed to include but shall not be limited to, any Act of God, War, Strike, Lock-out,
Fire, Flood, Drought, Riot, Civil Commotion, Restriction by Government or other competent
Authority, any Natural or Accidental Disaster, Industrial Dispute, or any Breakdown of
machinery or any other cause beyond the Company’s control or owing to the Company’s
inability to procure materials or articles due to any of the foregoing causes.
MISCELLANEOUS
13. (a) If any of these conditions or any part of these conditions is rendered void by any
legislation to which it is subject it shall be void to that extent and no further. If any
of these conditions or any part of these conditions is rendered unenforceable by any
legislation to which it is subject it shall be enforceable to the extent that it is not fair
or reasonable to allow reliance on such conditions part thereof, but no further.
(b) A waiver of either party of any of the terms and conditions of this contract and/or
breach thereof shall apply only to the particular instance or instances in which such
waiver occurs, and shall not affect or impair the further continuance in force of such
terms and conditions, or the right of either party to avail itself of such terms and
conditions upon any subsequent breach or breaches thereof.
GOVERNING LAW
14. This contract shall be governed and construed in accordance with the Laws of England and
the Buyer agrees to submit to the jurisdiction of the English Courts.
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