Terms and Conditions of Sale
1.Quotations are for acceptance within 30 days from the date thereof, unless otherwise specified and are subject to change without notice. Orders based on quotations are subject to confirmation of acceptance by the seller when received
2. Prices on quotations apply only to the stipulated quantities, and unless otherwise specified are strictly net.
a) Delivery dates are estimated only and date from the receipt of all necessary information from the purchaser.
b) The seller shall not be liable for delays resulting from fire, strikes, lockouts, floods, accidents, war or the consequence of war, delays in transportation, shortage of material, failures or delays in the source of supply, Government orders or regulations or from any other cause beyond its control.
4. All orders are subject to the seller’s approval with respect to credit. If credit has not been arranged, remittance must accompany the order.
5.PAYMENT for goods shall be payable 30 days from invoice date unless specifically agreed otherwise Failure to pay for the goods on the due date shall give the seller the right to withhold further deliveries under any contract which the seller has with the purchaser, or at the option of the seller to cancel any contract. The purchaser shall indemnify the seller for any loss incurred by reason of the cancellation of such contracts.
a) The risk in the goods shall pass to the buyer on collection or delivery.
b) Property in the goods shall not pass to the buyer until all amounts due from the buyer to the seller in respect of the goods have been paid in full. During that time the buyer shall be entitled to sell the goods in the ordinary course of business, but shall hold the proceeds of sale on trust for the seller.
c) If the buyer becomes insolvent, bankrupt or goes into liquidation, or makes any arrangement with its creditors, or has a Receiver appointed over any of its property or undertakings, or, if the Seller reasonably suspects that the buyer is unable to pay its debts as they fall due, then the buyer’s right to sell the goods under (b) above shall automatically cease. The seller shall be thereupon entitled to enter upon the premises of the buyer and reclaim the goods.
7. The prices quoted in the Trade Price List are the current trade prices at the date of compiling the trade price list. They are subject to alteration without notice. Accordingly the actual price of articles in an accepted order would be indicated on the appropriate invoice.
8. Orders accepted by the seller are not subject to cancellation by the purchaser except with the seller’s written consent and upon terms which will indemnify the seller against all loss or damage. If the seller consents to cancellation goods completed in accordance with the purchaser’s order at the time of cancellation must be paid for at contract price and terms, and items in the process of special materials, moulds or tools purchased by the seller must be paid for on the basis of operations completed, plus the price paid for such special purchases.
9.If the purchaser shall change the specifications of the goods at any time after the order is placed in production, he shall be responsible for the cost of any materials or goods in process made unusable by such change, as well as any extra cost necessary to institute the change requested. The seller shall not be obliged to implement any change after production unless otherwise agreed in writing and subject to any conditions that the seller may require. The seller may deviate from the specification if, in the reasonable opinion of the seller, such deviation is likely to be beneficial to the buyer in conforming with any intention expressed by the buyer, reduces costs, or complies with any applicable legislation or code of conduct and such change does not materially alter the nature, appearance, performance or quality of any such goods.
10.The purchaser shall indemnify the seller against any claim by any person whatsoever in respect of any action for infringement for any patent, copyright or design registration relating to the goods or the use of supplies thereof which are manufactured to the purchaser’s specification, including the printing of products. All intellectual property relating to the design or manufacture of the goods, including any trade secrets, knowledge or know-how in respect of any manufacturing or production methods shall, unless otherwise agreed in writing, remain with the Seller.
11.Moulds or tools made or caused to be made and paid for by the seller for use on the purchaser’s orders, shall remain the property of the seller unless the seller has previously agreed in writing to vary this clause. Any tool cost charged to the purchaser shall be to cover the repair and maintenance of such moulds and tools and shall in no way indicate a change of ownership of such moulds and tools.
12. In the case of orders for goods of special size shape or design, the sellers shall have the right to supply up to 10% more or less than the quantity ordered, and in the event of such variation the unit price will apply and the total price payable by the buyer will be adjusted according to the quantity actually supplied.
13.Should any goods supplied hereunder fail to conform to the sample or specifications, if any, the seller’s liability in respect thereto shall be limited to either supplying other goods which conform to such sample or specifications, or refunding the purchase price upon return of such goods, if requested by the seller. Provided however, that the use or resale by the purchaser of the goods supplied shall constitute an acceptance thereof, and all the seller’s obligations in respect thereof will thereupon be discharged.
14.The seller will supply to the purchaser a Delivery Note at the time of each delivery. The Delivery Note will detail the quantity and description of the goods delivered, and the goods will not be left at the purchaser’s premises unless the purchaser signs the Delivery Note to indicate receipt. Signing of the Delivery Note the purchaser is agreeing to abide by our standard terms and conditions. Where goods can be inspected at the time of delivery, no claims for shortages will be accepted, unless specified on the seller’s copy of the Delivery Note.
Claims for shortages or rejections not apparent at the time of delivery must be made in writing within three days from the receipt of such goods. The seller’s permission in writing must be obtained before returning the goods, whereupon it will furnish shipping instructions. Goods returned without permission are liable to non-acceptance, and if accepted will be held at the purchaser’s risk.
15.If there is any evidence of injury to or shortage of goods, the purchaser shall not receipt to carrier ‘in good condition’, but shall give a receipt according to the facts. In case of injury or shortage claims must be made by the purchaser to the carrier without delay. In the event of a shortage of goods the buyer shall take receipt of those goods delivered and the seller shall only be liable in respect of any such shortfall.
16. The seller accepts no responsibility for, and gives no warranty, guarantee or representation expressed or implied as to the suitability or fitness of the goods for use of any particular product, and the seller accepts no liability for any damage caused either to the purchaser or any third party, either in respect of the products of which the goods are used (whether the result of damage caused by the products or to the products) including damage caused to the product as a consequence of the use of the goods as a container or part of a container for the product, or in respect of damage to the goods caused by the product or the combination of the goods and the product.
17. The purchaser shall indemnify the seller against any claims by any person whomsoever in respect of any loss injury or damage howsoever caused arising from the goods in their use after receipt of them by the purchaser.
18. The seller shall not be liable for consequential or special damages resulting from any cause whatsoever.
19. Contracts and orders are only accepted upon, and subject to these conditions of sale which are applied to all contracts of sale between the seller and purchaser. Unless expressly accepted in writing by the seller, any qualification of these conditions in or on a purchaser’s form by whomsoever written, shall be deemed on acceptance of these conditions of sale by the purchaser.
20. Neither the purchaser nor the seller shall be bound by any variation, waiver or addition to these terms except as agreed by both parties in writing, and signed on their behalf.
21. Any dispute arising under this contact shall be referred to arbitration in London in accordance with the Arbitration Act 1950, one arbitrator to be nominated by the seller and the other by the purchaser, and in the case that the arbitrators do not agree, then to the decision of an umpire to be appointed by them. The award of the arbitrators or the umpire shall be final and binding on both parties. In this clause ‘dispute’ does not include a claim for the price of the goods sold by the seller to the purchaser.
22.We will charge interest on any overdue payment at the higher of the statutory interest rate or 4% above the base lending rate of Lloyds Bank plc. Any such interest shall be in addition to any statutory right to compensation
23. The Seller is required to hold and process personal data of the buyer or the buyer’s employees and agents in order to perform the seller’s obligations under any relevant contract with the buyer (including providing a quote). The seller will share personal data with members of the seller’s group and with third parties who supply services to the seller. The seller will not supply any personal data to any third party for marketing purposes. Where the seller shares personal data to suppliers based outside the United Kingdom (for example, Mailchimp) the seller will always ensure that such supplier stores and processes personal data in accordance with the laws of England relating to data protection. The seller will retain personal data after the performance of a contract for the purposes of complying with its legal obligations, record keeping and any other legitimate interests of the seller.
24. The buyer warrants to the seller that the provision of any personal data from the buyer to the seller shall be made in accordance with all applicable laws and regulations relating to data protection. Any individual requesting any further details of how the seller processes personal data may contact the seller directly by email at firstname.lastname@example.org