Terms and Conditions of Sale – ATOM PACKAGING LIMITED
1. Unless otherwise agreed in writing by the Seller, these Conditions of Sale shall override any terms or conditions stipulated, incorporated or referred to by the Buyer in his order or negotiations.
2. Claim Limitations. Any claim by the Buyer that the goods are not in accordance with the specification is limited to the replacement by the Seller of the goods supplied.
3. Quantity or Quality Claims. The Seller will not entertain any claim in respect of quantity or quality of goods despatched unless such claims are notified to the Seller within 10 days of the receipt of the goods by the Buyer and the Seller is afforded the opportunity of seeing the goods. No claim shall be entertained for goods which shall have been cut printed or processed by the Buyer and in any event the claim shall be limited to the value of the goods supplied.
4. Shortages. The Seller will not entertain any claims for shortages damage or non-delivery of goods unless such claims are notified verbally within 72 hours of delivery and confirmed in writing within 7 days of the invoice date.
a) Subject to Clauses 5(b) and 5(e) below unless a date for delivery is specified the goods shall be despatched as soon as they are ready.
b) In the case of a contract involving more than one delivery unless the contract provides otherwise the whole of such deliveries shall be accepted within six months from the date of the first delivery. In the event of failure by the Buyer to accept any delivery it shall be immediately invoiced and all costs involved charged to the Buyer’s account the goods being held at the Buyer’s risk and expense.
c) Subject to Clause 13(b) below and 5(b) above each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not affect the contract as to the remaining deliveries.
d) The Seller shall have the option of revising the delivery date or dates prior to manufacture if circumstances beyond the Seller’s control prevent the Seller keeping to the originally agreed date or dates. The liability of the Seller for failure to comply with agreed delivery dates as varied where necessary in accordance with this sub-clause and unless covered by Clause 11 shall be limited to the reimbursement to the Buyer of the actual loss incurred but in no case exceeding the value of the goods which are the subject of the contract.
e) In the case of bespoke work, delivery will be governed by the Seller’s production lead times as advised to the Buyer when the order is placed. Should the Buyer require more rapid or urgent turn round of a bespoke job this will be subject to the Seller’s prior agreement and a surcharge will apply the amount of which will be notified to the Buyer for acceptance in advance.
6. The Seller does not guarantee the suitability of goods supplied for any specific purpose.
a) Prices shall be those quoted to or accepted by the Seller subject to revision in the event of any increase or decrease of the costs to the Seller between the date of the quotation or its acceptance by the Seller and the date of despatch to the Buyer.
b) All prices quoted or accepted are exclusive of Value Added Tax and the contract price shall be such prices plus V.A.T. at the rate in force on the date of invoicing.
8. Variations in Quantity. Every endeavour will be made to deliver the correct quantity ordered but quotations are conditional upon a margin of +/-10 per cent being allowed for production overs or shortages the same to be charged for or deducted. Thickness given is calculated +/-10%.
9. Passing Of Ownership.
a) All goods shall remain the sole and absolute properly of the Seller as legal and equitable owner until such time as the Buyer shall have paid to the Seller the agreed price of the goods together with the full price of any other goods the subject of any other contract with the seller.
b) The Buyer acknowledges that he or she is in possession of goods solely as bailee for the seller until such time as the full price thereof is paid to the Seller together with the full price of any other goods the subject of any other contract with the Seller.
c) Until such time as the Buyer becomes the owner of the goods he or she will store them on his or her premises separately from his or her own goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Seller and will make no alteration or defacement or deletion of any identifying marks or serial numbers thereon.
d) Upon the Seller reclaiming the goods or any part of them the contract shall be deemed to have been cancelled in respect of the reclaimed products only and the Seller shall repay to the Buyer the contract price for such goods less all amounts whatsoever owing from the Buyer to the Seller and the cost of reclaiming such goods.
e) Subject to Clause 9(f) below the Buyer shall only be at liberty to resell goods purchased from the Seller prior to the passing of ownership on the understanding that if he or she does resell the goods then he or she will hold on trust for the Seller so much of the proceeds of sale received as are necessary to discharge payment in full to the Seller.
f) The Buyer’s power of sale shall automatically cease if a Receiver is appointed over the assets or the undertakings 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 causes a meeting or makes any arrangement or composition with creditors or commits any act of bankruptcy or allows execution to be levied against his or her goods.
10. Buyer’s Property and Property Supplied. The Buyer’s property and all property supplied to the Seller on behalf of the Buyer will be held by and used by the Seller at the Buyer’s own risk. Where the Buyer supplies materials adequate quantities shall be supplied to cover spoilage.
a) Whilst every endeavour will be made to supply material in accordance with the quality of samples submitted or quoted for the contract is not a contract of sale by sample.
b) The method of disposal of any rejected goods is entirely at the discretion of the Seller.
12. Force Majeure. Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Seller or to such variations as he may find necessary as a result of inability to secure labour materials or supplies or as a result of any Act of God War Strike Lockout or other labour dispute Fire Flood Drought Legislation or other cause (whether of the foregoing class or not) beyond the Seller’s control.
13. Ink Colours and Ink Transference.
a) Every effort will be made to match ink colours requested by the Buyer as closely as possible but no guarantee is given or implied that an exact match will be possible.
b) Under some conditions ink can transfer from printed film onto other objects. In such circumstances the Seller shall not be held accountable for any damage resulting from such transference of ink.
a) Except in the case of credit account holders, payment shall be made with order. Terms for credit account holders are strictly net by the 30th of the month following the date of invoice. Interest will be charged at 8% per month or part month if this payment condition is not met.
b) In the case of a contract involving more than one delivery if default is made in payment on the due date for any one delivery the Seller at his option shall be entitled to treat the contract as repudiated by the Buyer and to claim damages accordingly.
c) All materials specifically ordered by the Seller for orders placed by the Buyer which are subsequently cancelled by the Buyer will be charged to the Buyer at cost.
d) A contract cannot be cancelled except by mutual agreement and then only on terms which would fully indemnify the Seller.
15. Artwork and Printing Blocks.
a) Unless Artwork and printing blocks and stereos are fully charged they remain the Seller’s property. All designs submitted by the Seller shall remain the Seller’s copyright.
b) Originations returned to the Buyer or sent elsewhere on the Buyer’s instructions will be despatched by ordinary parcel post at the Buyer’s own risk. The cost of any special postal or other delivery service requested by the Buyer shall be charged at cost to the Buyer’s account
16. Proofs. In the case of printed bags alterations from the original copy on and after the first proof including alterations in style will be charged extra. No responsibility will be accepted for any errors in proofs which have been passed by the Buyer.
17. The Seller’s decision on all matters relating to the settlement of claims shall be final and the Seller may at his option either replace any goods which he finds to be faulty or pay or allow to the Buyer a reasonable sum which shall not in any event exceed the value of the faulty goods. Complaints in respect of alleged faulty goods shall not be a ground for withholding payment by the Buyer and shall not give any right of set-off against payments due from the Buyer to the Seller.
18. All goods are supplied in accordance with our Conditions of Sale.
19. Law. This Contract shall be governed by English Law and subject to the jurisdiction of the English Courts.