Terms & Conditions
1. CONDITIONS APPLICABLE
Unless otherwise agreed in writing these Conditions shall prevail over any conditions stipulated by the Buyer.
2. DELIVERY DATE
Any delivery date specified shall not be of the essence of the contract.
All price quotations are calculated from costs applicable at the date of such quotation. If there is any increase in such costs between the date of quotation and despatch the Seller may increase the quoted price accordingly. On printed orders the price confirmed excludes artwork etc. which will be charged separately.
All goods are at the Buyer’s risk from time of delivery or collection by the Buyer or his Agent or delivery to the place stipulated in the Contract.
5. DELIVERY BY INSTALMENTS
Where delivery is by instalments each instalment shall be deemed to form a separate contract and none or late delivery of any instalment shall not affect the balance of the contract or entitle the Buyer to cancel the same.
6. DAMAGE IN TRANSIT AND/OR SHORTAGE IN DELIVERY
The Buyer must notify the Seller of damage in transit and/or shortage in delivery within three days of the delivery date, and confirm in writing within seven days.
The Seller must be notified in writing of non-delivery within seven days of receipt of invoice.
8. TERMS OF PAYMENT
All sums due to the Seller shall be paid 30 days date of invoice. In default the Seller may:-
a) Suspend delivery under all or any contracts with the Buyer: and/or
b) charge interest at the rate of 7 per cent per annum above the base rate of Barclays Bank Plc on the sum outstanding: and/or
c) Failure to pay within agreed terms will result in dept being passed on to dept collection agencies.
9. PROPERTY IN THE GOODS
a) (i) The goods shall remain the property of the Seller and be held by the Buyer as Bailee until all sums due and payable by the Buyer to the Seller have been paid.
(ii) Without prejudice to the generality of the previous sub-clause the goods shall remain the property of the Seller and held by the buyer as bailee until payment in full for those goods has been received by the Seller.
(iii) The buyer is fully responsible for the correct storage of the goods.
The film should be stored in dry conditions ideally at temperatures between
5° C and 18° C. Film reels must be protected against light and UV- radiation.
The film must not be stored close to radiators and other heat- emitting source.
The reels of film must be stored in their original packaging until directly before use.
b) Until payment in full for the relevant goods has been received by the Seller the Buyer shall:
(i) Keep the goods marked and/or separately stored so as to be clearly identifiable as the Seller’s property and
(ii) Keep the goods insured to their full market value PROVIDED ALWAYS that the risk of loss or damage to the goods shall pass to the Buyer in accordance with Condition 4.
c) Nothing in this paragraph shall prevent or restrict the Buyer from selling the goods subject to the following conditions:-
(i) The Buyer is only entitled to sell the goods in the ordinary course of business on commercially reasonable terms.
(ii) In re-selling the goods the Buyer will be acting as the Seller’s agent but must re-sell in his own name.
(iii) When re-selling the goods the Buyer shall be under a fiduciary duty to account to the Seller for the proceeds of such sale.
(iv) If the Buyer sells the goods prior to payment being made to the Seller the Buyer shall indemnify the Seller against all claims by third parties.
d) Nothing in this paragraph shall prevent or restrict the Buyer form selling the goods which have been processed or compositions into which the goods have been incorporated but in this event the Seller and the Buyer shall be co-owners of the composite goods to the extent of their respective contributions and PROVIDED that such sale must be carried out in accordance with the conditions contained in paragraph (c) hereof.
10. EXTENSION OF CONTRACT PERIOD
In the event of strike, lockout or other industrial dispute, fire, flood, storm, tempest, Act of God, stoppage or substantial interference with transport of substantial interference with the supply of gas, water or electricity, prohibition of export or import, Government Decree or requirement whether local or national, riots, war or any other contingency of any kind whatsoever beyond the control of the Seller causing a shortage of supply of labour, fuel or raw materials or of any other things necessarily impending or interfering with the manufacture, use or delivery or carriage of the goods such extension of time for performance of the contract shall be allowed the Seller by the Buyer as shall be reasonable.
a) If the Seller is not notified in writing of any defect within 7 days of delivery the Buyer shall be deemed to have examined and accepted the goods in good condition and free from any defects.
b) Where the Buyer has bought the goods for further manufacture or processing or sale the Seller will not be liable for loss or damage resulting from a defect which could have been discovered by reasonable examination of the goods.
c) If any goods are shown to have been defective at the time of delivery the Seller’s Liability shall be limited to replacing, or at its option, giving credit for the value of the defective goods and the Seller shall not be liable for any consequential loss or loss of profit arising from any such defect.
12. REFUSAL OF DELIVERY
If the Buyer refuses to accept delivery the return carriage and/or storage of the goods will be at the expense and risk of the Buyer without prejudice to any other rights of the Seller under these conditions or otherwise.
13. CONTACT WITH DELICATE SUBSTANCES
Where the goods supplied consist of containers, wrappers or other articles intended for use in connection with any food, drug or substance of a volatile or delicate nature the Buyer shall satisfy himself that such food, drug or other substance is not or is not likely to be affected by any material used by the Seller in the manufacture of or printing of such containers, wrappers or other articles. The Seller shall not be liable to the Buyer in respect of any claim alleging that such food, drug or substance has been adversely affected and the Buyer shall indemnify and keep indemnified the Seller from and against all liability by Third Parties in respect of any claim that any such food, drug or substance has been adversely affected and caused the Third Party loss, damage or expense.
14. FITNESS FOR PURPOSE
Where the goods are required for a purpose other than the normal or usual purpose for which such goods are commonly supplied then no condition or warranty of fitness for the purpose of the goods shall be implied unless the Buyer has made known to the Seller in writing the exact purpose for which the goods are intended to be used on or before the making of the contract.
15. PROPERTY RIGHT ETC.
The Buyer shall indemnify the Seller against all claims for infringement or alleged infringement of Third Party, patent or other industrial property rights and all costs and expenses incurred in connection therewith arising from the execution of the Buyer’s order in accordance with the Buyer’s design plans specifications.
16. SIZE OF MATERIALS
Unless specifically warranted (in writing) as accurate all sizes referred to on price lists, estimates and brochures are approximate only.
17. AVAILABILITY OF GOODS
Any quotation given by the Seller shall not constitute an offer of sale or a representation that those goods are available for sale.
If distress or execution is levied on the Buyer’s assets or if the Buyer makes or offers to make any arrangements of composition with his creditors or commits any act of bankruptcy or if any petition or Receiving Order in bankruptcy is presented or made against him or if the Buyer being a limited company a resolution or a petition to wind up such Company’s business is passed or presented otherwise than for the purposes of reconstruction or amalgamation or if a receiver of the Company’s undertaking property or assets or any part thereof is appointed the Seller (without prejudice to any claim or right the Seller might otherwise have) shall have the right forthwith to determine all outstanding contracts by summary notice.
The Seller cannot guarantee exact quantities in respect of any goods supplied and shall be deemed to have fulfilled its obligations under the Contract by delivery or manufacture of quantity plus or minus ten percent of the quantity specified in the Contract and the Buyer shall pay the contract rate for the actual quantity delivered.
20. PRINT ORIGINATION WORK
All material produced in origination work remains the property of the Seller until paid for by the Buyer. Designs originated by the Seller remain the Seller’s copyright unless expressly assigned in writing.
21. PROOF READING
No responsibility shall be accepted for any errors in proof which have been submitted to and approved by the Buyer.
Where the goods consist of printed bags on or reels, alterations from the original copy or after the first proof including alterations in style will be charged as an extra.
23. INK COLOURS
Whilst the Seller will take all reasonable steps to try to match colour this cannot be guaranteed and the contract shall be deemed to have been performed by delivery of goods of the general shade and density of colour stipulated.
24. FILM PROPERTIES
Whilst the Seller will take all reasonable steps to try to match film colours, clarity, haze and slip specifications, this cannot be guaranteed and the contract shall be deemed to have been performed by delivery of goods of the general shade, density of colour and of the general clarity, haze and slip stipulated.
25. LAW AND JURISDICTION
All contracts for the sale of goods by the Seller to the Buyer are governed by and shall be interpreted in accordance with English Law and the parties agree that any disputes shall be submitted to the exclusive jurisdiction of the English Courts.