MANOR PACKAGING LIMITED
STANDARD CONDITIONS OF SALE
The term ‘the Company’ shall mean Manor Packaging Limited; the term ‘the Customer’ shall mean the company, firm or person buying or offering to buy goods from the Company. These Standard Conditions of Sale shall govern all transactions between the Company and the Customer unless otherwise specifically agreed in writing.
1. CONTRACT No order shall be binding unless confirmed by the Company. All orders are accepted subject to these conditions.
(i) All prices quoted are per 1000 units. Prices are given in good faith and are those ruling at the date of issue. All prices are subject to market fluctuation and revision and the actual price to be paid by the Customer shall be the Company’s price ruling at the date of dispatch.
(ii) Where an order is received for a quantity less than that quoted for or where delivery is required in instalments smaller than those specified in the quotation, prices will be subject to an increase.
(iii) Unless otherwise agreed or shown, price includes delivery and exclude VAT.
3. QUANTITY Delivery of the quantity ordered, 10% more or less, shall be a good delivery.
4. DELIVERY Delivery shall be deemed to be effected when the Customer signs for the goods. Time for delivery is not of the essence and dates given by the Company are advisory only. The Company shall be entitled to make delivery by instalments and to invoice separately for each instalment. Each delivery shall constitute a separate contract and any failure or defect in any one delivery shall not vitiate the contract as to the remaining deliveries. Where the Company has agreed to deferred deliveries, the Customer shall accept such deliveries within three months from the date of order, whereupon the Company is entitled to invoice the Customer for the balance remaining undelivered. Irrespective of whether or not the Company has agreed to defer deliveries, if the Customer fails to take delivery of the goods within 3 months from the date of the Customer’s order then, without limiting any other right or remedy available to the Company, the Company may:- (i) Store the goods until actual delivery and charge the customer for the reasonable costs of storage; and (ii) Invoice the customer for the price of the goods in which case where goods are supplied on credit payment will be due within 30 days of the end of the month of the date of the invoice and in all other cases payment will be due immediately on receipt of the invoice.
5. MATERIALS Materials of not less strength than those quoted may be substituted for quoted materials.
6. TOLERANCES A tolerance up to +/- 3mm in any dimension is to be allowed.
7. ORIGINATION When artwork, printing stereos and cutting formes are supplied by the Company a contribution determined by the Company will be charged to the Customer. All sketches and original artwork will remain the property of the Company. The Company will accept no responsibility for any errors in proofs or printing details, which have been deemed to have been approved by the Customer.
8. CUSTOMER’S PROPERTY Customer’s property, when supplied, will be held at the Customer’s risk. Every care will be taken to secure the best results where materials are supplied by the Customer, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied.
9. ARTICLE NUMBERING Where the Company is requested to supply packs with machine readable symbols printed thereon in accordance with the Operating Manual for article numbering approved for the time being by the Article Numbering Association (UK) Ltd. (‘ANA’), the Company’s obligation is to print the agreed symbol according to the procedures set out in the ANA Operating Manual. Provided ANA procedures are strictly complied with, the Company shall have no liability to the customer or to any third party if the symbol proves to not be machine readable.
10. PALLETS Pallets supplied by the Company remain the property of the Company and must be returned to the Company within one month of delivery. The Company shall be entitled to charge the Customer for the replacement cost of any pallets not returned.
11. PAYMENT Where goods are supplied on credit, payment is to be made within 30 days of the end of the month of delivery; otherwise payment is to be made against pro-forma invoice. No discounts or other deductions will be allowed. The Company reserves the right to charge interest on any overdue payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and to charge for any costs incurred in recovering payment.
12. CLAIMS No liability is accepted for any claims for short delivery or damage in transit unless notified to the Company within 3 days of delivery and, in the event of wet damage, the delivery documents must be endorsed accordingly. Provided that the Company is notified within this period the Company’s liability will be limited to supplying the missing goods or replacing the damaged goods (as the case may be) within a reasonable time.
13. WARRANTIES The Company warrants that the goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979. Subject thereto the Company gives no other warranty in relation to the goods and in particular gives no warranty that the goods will be fit for any purpose [other than the purpose for which the goods are normally supplied]. It is the responsibility of the Customer to take all necessary steps to satisfy itself that the goods are suitable for the proposed use. Any statements or representations about the goods made by the Company or its employees or agents whether verbally or contained in any catalogues, brochures, specifications, correspondence or other written documentation will not form part of the contract unless specifically contained in these conditions of sale and the Customer should not rely on them. All warranties conditions and other terms implied by statute or common law (except those implied by Section 12 of the Sale of Goods Act 1979) are to the fullest extent permitted by law excluded from the contract. If any of the goods do not conform with this warranty the Company will replace the goods or refund the price of the goods. Subject thereto the Company will have no further liability to the Customer for breach of such warranty in respect of the goods.
14. LIMITATION OF LAIBILITY The Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise arising in connection with the performance of the contract will be limited to the price paid by the Customer for the goods. The Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) which arise out of or in connection with the contract. Nothing in these conditions of sale will exclude or limit the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.
15. INDEMNITY The Customer will indemnify the Company against any claim by a third party against the Company arising out of any goods supplied to or work done for the Customer (including any infringement of copyright, patent, trade mark or registered design) except where such claim arises from any breach by the Company of the warranty in paragraph 13 or the negligence or breach of statutory duty of the Company or its employees or agents.
16. PASSING OF RISK AND TITLE Goods are at the Customers risk when the Customer starts unloading them at the delivery address. The property in the goods does not pass to the Customer until the Company has received payment in full of the price of the goods and all other goods agreed to be sold by the Company to the Customer for which payment is then due. Until such time as the property in the goods passes to the Customer, the Customer shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Customer and third parties and properly stored, protected and insured as the Company’s property, but the Customer may resell or use the goods in the ordinary course of its business. Until such time as the property in the goods passes to the Customer the Company may, if the Customer fails to pay for the goods when due, require the Customer to deliver up the goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the goods are stored and repossess the goods.
17. INSOLVENCY Without limiting any other right or remedy available to the Company, the Company may cancel the contract or suspend any further deliveries of goods without any liability to the Customer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary if:-
(i) The customer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation; or
(ii) An encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Customer; or
(iii) The Customer ceases or threatens to cease to carry on business; or
(iv) The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
18. CANCELLATION No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss, costs, damages, charges and expenses incurred by the Company as a result of cancellation.
19. FORCE MAJEURE The Company shall not be liable for failing to perform the contract whether in whole or in part if the failure is caused by any inability to secure labour, transport, materials or supplies, act of God, riot or civil commotion, strike, lockout, fire, flood, drought, act of government, want of any license, permit or accreditation, or any cause, whether or not similar in kind to any or all of the foregoing, outside the Company’s control and shall have the right by notice in writing to the Customer to rescind the contract or to elect to vary the contract as may in the Company’s opinion be necessary.
20. DATA PROTECTION The Company may transfer information about the Customer to its bankers/financiers for the purposes of obtaining credit insurance, making credit reference agency searches, credit control, assessment and analysis, securitisation, or protecting the Company’s interests. The Company will provide details of its bankers/financiers and any credit reference agencies used upon request.