CONDITIONS OF SALE – Printed Bags UK Terms and Conditions
The following Conditions of Sale (these “Conditions”) shall govern all transactions of sale by Printed Bags UK (“Printed Bags UK”) to you (the “Buyer”) except as otherwise specifically agreed in writing by Printed Bags UK.
1. BASIS OF THE SALE
1.1 Printed Bags UK shall sell and the Buyer shall purchase the goods in accordance with any order of the Buyer which is accepted by Printed Bags UK subject to these Conditions which shall govern the order to the exclusion of any terms or conditions stipulated or referred to by the Buyer, including any pre-printed or standard terms on any purchase order, invoice, acknowledgment or similar document exchanged between the parties, and shall not be supplemented by any previous course of dealing, performance or usage of trade.
1.2 Quotations issued to the Buyer by Printed Bags UK may be withdrawn or varied at any time and unless otherwise specified shall be automatically withdrawn after 30 days. In any event no binding contract shall come into existence until the Buyer’s order (however given) is accepted by Printed Bags UK which shall be deemed upon the occurrence of one of the following events (a) Printed Bags UK’ confirmation of the Buyer’s order in writing, (b) delivery of the goods by Printed Bags UK in accordance with clause 4, or (c) Printed Bags UK submitting an invoice to the Buyer.
1.3 No variations or amendments of these Conditions shall be binding unless agreed in writing between the authorised representatives of Printed Bags UK and Buyer.
2. ORDERS AND SPECIFICATIONS
2.1 The Buyer shall be responsible to Printed Bags UK for ensuring the accuracy of the terms of any order submitted by Printed Bags UK and for giving Printed Bags UK any necessary information relating to the goods within a sufficient time to enable Printed Bags UK to perform its obligations.
2.2 Nothing in these Conditions shall be deemed to place an obligation on Printed Bags UK to accept an order from the Buyer.
2.3 No order which has been accepted by Printed Bags UK can be cancelled by the Buyer except with the agreement in writing of Printed Bags UK and on terms that the Buyer shall indemnify Printed Bags UK in full against all loss (including loss of profit), costs (including costs of labour and materials used), damages, charges and expenses incurred by Printed Bags UK as a result of the cancellation and that Printed Bags UK shall not be bound to deliver any further goods to the Buyer under such order.
2.4 Alterations from original copy on and after first proof including alterations in style or construction will be subject to an additional charge, for avoidance of doubt this includes changes made after first proof where style, type or layout is left to Printed Bags UK’ judgement. Proofs of all work may be submitted by Printed Bags UK for the Buyer’s approval and no responsibility will be accepted for any errors in proofs so approved by Buyer in accordance with this clause. Where the Buyer declines or waives any requirement to examine proofs Printed Bags UK is indemnified by the Buyer against any and all errors in the finished goods.
2.5 The Buyer shall be solely responsible for any claims or proceedings brought against Printed Bags UK by third parties in relation to any matter, content, design or construction which Printed Bags UK prints on the goods or executes on the instructions or at the request of the Buyer, whether or not the same shall have been supplied by the Buyer.
3. PRICE AND PAYMENT
3.1 Subject to clause 3.2 the price of the goods shall be the price quoted by Printed Bags UK and set out on the confirmation of order by Printed Bags UK and shall exclude VAT and other taxes or duties (which the Buyer agrees to pay subject to receiving a valid invoice).
3.2 Printed Bags UK reserves the right by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect any increase in the cost to Printed Bags UK which is due to any factor beyond the control of Printed Bags UK (such as, without limitation, any significant increase in the cost of labour, materials or other costs of design or manufacture, any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by instructions of the Buyer or failure of the Buyer to give Printed Bags UK accurate information or instructions).
3.3 All invoices are payable in full/part as agreed less deposit if applicable within 14 days of the invoice following the goods delivered or deemed delivered. Time for payment shall be of the essence.
3.4 If the Buyer fails to pay the invoice price by the due date, then without prejudice to any other rights and remedies available to Printed Bags UK, Printed Bags UK shall be entitled to: (a) suspend or cancel any orders previously accepted by Printed Bags UK or deliveries of any goods due to the Buyer under any orders accepted by Printed Bags UK and (b) charge the Buyer interest (both before and after any judgement) on the amount unpaid, at a rate of 8 per cent per annum over the base rate for the time being of the Bank of England (such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month) until payment is made.
4.1 Goods are delivered to the Buyer when Printed Bags UK makes them available to the Buyer or any agent of the Buyer at Printed Bags UK’ premises or other delivery point as agreed in writing by Printed Bags UK. The Buyer shall make all arrangements necessary to take delivery of the goods whenever tendered for delivery and shall pay all reasonable storage charges to Printed Bags UK if such arrangements are not made.
4.2 Where the goods are delivered by instalment, each instalment shall be deemed to be the subject of a separate order for the purposes of delivery and no default or failure by Printed Bags UK in respect of one or more instalment shall violate the entire order in respect of either the goods previously delivered or undelivered goods.
4.3 Printed Bags UK shall, in good faith, endeavour to affect delivery in accordance with any pre-arranged dates, however, such dates are approximate only and are not guaranteed nor shall the time for delivery be of the essence unless previously agreed by Printed Bags UK in writing. The goods may be delivered by Printed Bags UK in advance of any quoted delivery date(s) upon giving reasonable notice to the Buyer.
4.4 If the Buyer fails to accept any delivery the balance remaining undelivered shall be invoiced and payment shall be due immediately.
5. INSPECTION AND ACCEPTANCE
5.1 Unless the Buyer notifies Printed Bags UK within seven (7) days from delivery of the goods that the goods are rejected, it will be deemed to have been accepted by the Buyer. In order to be effective, the Buyer’s notice of rejection must specify in writing the reason(s) why the goods have been rejected.
5.2 Printed Bags UK shall be afforded reasonable opportunity and facilities to investigate any claim made under this clause 5 and the Buyer shall promptly return any goods subject to such non-acceptance or complaint, securely packaged, with carriage paid to Printed Bags UK for their examination.
5.3 The Buyer shall not be entitled to reject the goods based on a shortage or surplus of goods not exceeding ten (10) per cent which shall be charged on a pro rata basis.
6. TRANSFER OF RISK
Unless otherwise agreed in writing, risk shall pass to the Buyer from the date of delivery or deemed delivery of the goods in accordance with clause 4. Any goods returned to Printed Bags UK in accordance with clause 5.2 shall remain at the Buyer’s risk and should be insured as such.
7. RETENTION OF TITLE
7.1 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these Conditions, ownership of the goods shall not pass to the Buyer until Printed Bags UK has received in full (in cash or cleared funds) all sums due to it in respect of: (a) the goods and (b) all other sums which are or which become due to Printed Bags UK from the Buyer on any account.
7.2 Until such time as the property in the goods passes to the Buyer (or they are sold in accordance with clause 7.3), the Buyer shall: (a) hold the goods on a fiduciary basis as Printed Bags UK’ bailee, (b) store the goods (at no cost to Printed Bags UK) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Printed Bags UK’ property, (c) allow Printed Bags UK, its agents or employees, at Printed Bags UK’ entire discretion to enter its premises, and to repossess the goods, (c) not destroy or deface or obscure any identifying mark or packaging in relation to the goods and (d) maintain the goods in satisfactory condition and keep them insured on Printed Bags UK’ behalf for their full price against all risk to the reasonable satisfaction of Printed Bags UK. On request the Buyer shall produce the policy of insurance to Printed Bags UK.
7.3 The Buyer may resell the goods before ownership has passed to it solely on the following conditions: (a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value, (b) any such sale shall be a sale of Printed Bags UK’ property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale, (c) the Buyer shall account for all monies it received for such goods to the extent of its indebtedness to Printed Bags UK on any account, and, if Printed Bags UK so required, until payment thereof is made to Printed Bags UK, the Buyer shall hold such monies in a separate account to identify the same as being property of Printed Bags UK.
7.4 Where Printed Bags UK is unable to determine whether any goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Printed Bags UK in the order in which they were invoiced to the Buyer.
7.5 On termination of the order, howsoever caused, Printed Bags UK’ (but not the Buyer’s) rights contained in this clause 7 shall remain in effect.
7.6 Nothing in these Conditions shall effect the continued existence of any contract between the parties or any right of action of Printed Bags UK against the Buyer.
8.1 Unless otherwise agreed in writing all materials (including sketches and origination work) owned by Printed Bags UK and used in the design or production of the goods shall remain Printed Bags UK’ exclusive property.
8.2 Unless otherwise agreed in writing all materials owned by the Buyer and provided to Printed Bags UK for the design or production of the goods shall remain the Buyer’s exclusive property.
8.3 All materials supplied by the Buyer in accordance with clause 8.2 above shall be held by Printed Bags UK at the Buyer’s risk and should be insured as such.
8.4 Where materials are provided by the Buyer in accordance with clause 8.2 above, whilst every care will be taken to secure the best results, responsibility will not be accepted by Printed Bags UK for defective goods or work caused by defects in or unsuitability of the materials so supplied.
8.5 Due to differences in equipment, paper, inks and other conditions between colour proofing and production runs, a reasonable variation in colour between colour proofs and the completed goods will be deemed acceptable unless otherwise agreed to in writing.
9. WARRANTY AND LIMITATION OF LIABILITY
9.1 Printed Bags UK warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 90 days from delivery.
9.2 Subject to clause 8.4 and 8.5 the above warranty is given by Printed Bags UK on the following conditions: (a) Printed Bags UK shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the Buyer, (b) Printed Bags UK shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow Printed Bags UK’ instructions (whether oral or in writing), misuse, alteration, or repair of the goods without Printed Bags UK’ approval, (c) Printed Bags UK shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods has not been paid by the due date for payment and (d) the above warranty does not extend to parts or materials not manufactured by Printed Bags UK, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Printed Bags UK.
9.3 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 The Buyer acknowledges that it has entered into the order in reliance only on the representations, warranties promises and terms contained in these Conditions and, save as expressly set out in these Conditions, Printed Bags UK shall have no liability in respect of any other representation, warranty or promise made prior to the date of the agreement unless it was made fraudulently.
9.5 The only remedy available in respect of any misrepresentation or untrue statement made by Printed Bags UK (other than those made fraudulently) shall be a claim for damages for breach of contract under these Conditions and, to the extent that any such representation or statement is not contained in these Conditions, then it shall be deemed to be contained for the purpose of applying this provision.
9.6 The Buyer shall inform of any default of which it is reasonably aware and afford it reasonable opportunity to correct the default.
10. FORCE MAJEURE
Printed Bags UK shall not be liable for any damages or loss if Printed Bags UK is unable to carry out any provision of the agreement for any reason beyond its control, including, without limitation, Act of God, legislation, war, fire, flood, drought, earthquakes, inadequacy or unsuitability of instructions, data or materials supplied by the Buyer, failure to obtain export licences, export controls, inability to secure fuel, material, supplies or power or other energy requirements, or on account of shortages thereof, riots, strikes, lock outs or other action taken by employees in contemplation or furtherance of a dispute, freight embargoes, transportation delays, shortage of labour or acts of public enemy or terrorism.
11.1 If the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation, becomes bankrupt, an encumbrancer takes possession, or a receiver is appointed, over any of its assets, ceases, or threatens to cease to carry on business or Printed Bags UK reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly then Printed Bags UK shall be entitled (and without prejudice to any other right or remedy available) to cancel any order or suspend any further deliveries under any order without liability to the Buyer.
12.1 Printed Bags UK may assign or sub-contract their rights, interest, obligations performance of the order in whole or in part.
12.2 No single or partial exercise or failure or delay in exercising any right, power or remedy by Printed Bags UK shall constitute a waiver of or impair or preclude any further exercise of that or any right, power or remedy arising under these Conditions or otherwise.
12.3 To the extent that any provision of these Conditions is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, the provisions shall be deemed not to be a part of these Conditions, it shall not affect the enforceability of the remainder of these Conditions nor shall it affect the validity, lawfulness or enforceability of that provisions in any other jurisdiction.
12.4 Unless expressly provided in these Conditions, or otherwise agreed in writing between the Buyer and Printed Bags UK, no term of these Conditions is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.5 These Conditions shall be governed by English Law and the parties consent to the exclusive jurisdiction of the English Courts in all matters regarding the order.