Packaging Answers Limited – Conditions of Sale
THE BUYER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE 7
1. Interpretation
In these terms and conditions:
“Buyer” means any person, firm, company or other legal entity which places an order, or buys any products from Packaging Answers and includes the employees, agents or sub-contractors of any such person, firm, company or other legal entity.
“Packaging Answers” means Packaging Answers Limited (company registration number 6274021) of 5.08 The Office Group – 1 Aire St, Leeds LS1 4PR or such other associated company specified in the quotation and/or acknowledgement of order.
“Contract” means any contract between Packaging Answers and the Buyer for the sale and purchase of the Products in accordance with these Terms and Conditions.
“Order” means the Buyer’s order for the Products, as set out in the Customer’s purchase order form, or overleaf, or in the Customer’s written acceptance of Packaging Answers quotation, or in the Buyer’s purchase order form, or the Buyer’s written acceptance of Packaging Answers quotation, or overleaf, as the case may be.
“Products” means any products agreed in the Contract to be supplied to the Buyer by Packaging Answers (including any part or parts of them).
“Specification” any specification for the Products, including any related plans and drawings, that is agreed in writing by the Buyer and Packaging Answers.
“Terms and Conditions” means these terms and conditions of sale, as amended from time to time.
2. Contract
2.1 The Contract shall be on these Terms and Conditions to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These Terms and Conditions apply to all Packaging Answers sales and any variation to these Terms and Conditions and any representations about the Products shall have no effect unless expressly agreed in writing and signed by one of Packaging Answers directors. Each Order for Products by the Buyer from Packaging Answers shall be deemed to be an offer by the Buyer to buy Products subject to these Terms and Conditions.
2.2 No Order placed by the Buyer shall be deemed to be accepted by Packaging Answers until a written acknowledgement of Order is issued by Packaging Answers or (if earlier) Packaging Answers delivers the Products to the Buyer.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Packaging Answers which is not set out in the Contract.
2.4 A quotation for the Products given by Packaging Answers shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.
2.5 All implied conditions and warranties and other terms whether implied by statute or at common law or otherwise and whether as to quality, fitness for purpose, performance, merchantability or otherwise in relation to the Products and to the sale or supply thereof by Packaging Answers are to the fullest extent permitted by law excluded.
2.6 Where products are to be specifically manufactured for a buyer then once an Order is placed it cannot be cancelled unless agreed in writing by Packaging Answers.
3 Description and specification
3.1 The quantity and description of the Products shall be as set out in Packaging Answers quotation or acknowledgement of Order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by Packaging Answers and any descriptions or illustrations contained in Packaging Answers catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.
3.3 The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Buyer are complete and accurate. The Buyer’s approval of the samples constitutes irrevocable confirmation that the Products manufactured in conformity with the samples (or differing only within normal industrial limits) will comply with the Specification.
3.4 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify Packaging Answers against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Packaging Answers in connection with any claim made against Packaging Answers for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Packaging Answers use of the Specification. This clause 3.4 shall survive termination of the Contract.
3.5 Packaging Answers reserve the right to make any changes in the specifications of the Products that are necessary to ensure they conform to any applicable safety or statutory requirements and to make without notice any minor modifications in the specifications Packaging Answers thinks are necessary or desirable.
4 Delivery and non-delivery
4.1 Any dates specified by Packaging Answers for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.2 The Products may be delivered by Packaging Answers in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
4.3 Packaging Answers will deliver the Products to the Buyer’s delivery address stated on the quotation or Order confirmation. Packaging Answers shall be entitled to deliver the Products in instalments.
4.4 Unless otherwise agreed, delivery of the Products shall take place at the Buyer’s delivery address but where (if applicable) the Products are collected by the Buyer or the Buyer’s carrier, delivery shall be deemed to have taken place at the time of collection which for the avoidance of doubt will be prior to the time that the Products are loaded onto the Buyer’s or carrier’s vehicle.
4.5 The Buyer may reject any Products delivered to it that do not materially comply with the Specification, provided that notice of rejection is given to Packaging Answers:
(a) in the case of a defect that is apparent on normal visual inspection, within 5 Business Days of delivery;
(b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
4.6 If the Buyer fails to give notice of rejection in accordance with clause 4.5, it shall be deemed to have accepted these Products.
4.7 If the Buyer fails to take delivery of the Products at the agreed time or fails to give Packaging Answers adequate delivery instructions then, without prejudice to any other right or remedy available to them:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the seventh day after the day on which Packaging Answers notified the Customer that the Products were ready to be collected or being posted;
(b) Packaging Answers may charge the Buyer for the reasonable costs (including without limitation insurance and further delivery charges) of the Products until delivery can take place.
4.8 Packaging Answers shall not be liable for any non-delivery of Products (even if caused by Packaging Answers negligence) unless the Buyer gives written notice to Packaging Answers of the non-delivery within 8 days of the date when the Products would in the ordinary course of events have been received.
4.9 Any liability of Packaging Answers for non-delivery of the Products shall be limited to replacing the Products within a reasonable time.
5 Risk/Title
5.1 The Products are at the risk of the Buyer from the time of delivery if the Buyer wrongfully fails to take delivery of the Products, the time when Packaging Answers has tendered delivery of the Products.
5.2 Notwithstanding delivery and passing of risk, property in and title to the Products shall remain with Packaging Answers until Packaging Answers has received full payment in cash or cleared funds from the Buyer.
5.3 Until title to the Products has passed to the Buyer, the Buyer shall:
(a) store the Products separately from all other products held by the Buyer so that they remain readily identifiable as Packaging Answers property;
(b) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(c) notify Packaging Answers immediately if it becomes subject to any of the events listed in clause 5.4; and
(d) give Packaging Answers such information relating to the Products as Packaging Answers may require from time to time.
5.4 If before title to the Products passes to the Buyer the Buyer becomes subject to any of the following events:
(a) the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(b) the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
then, without limiting any other right or remedy Packaging Answers may have:
(i) the Buyer’s right to resell the Products or use them in the ordinary course of its business ceases immediately; and
(ii) Packaging Answers may at any time:
(A) require the Buyer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and
(B) if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Products are stored in order to recover them.
6 Price and Payment
6.1 Unless otherwise agreed by Packaging Answers in writing, the price for the Products shall be the price set out in Packaging Answers quotation which incorporates these Terms and Conditions.
6.2 The price for the Products shall be exclusive of any value added tax and any costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Buyer.
6.3 Packaging Answers may invoice the Buyer for the Products on or at any time after the completion of delivery.
6.4 The Buyer shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by Packaging Answers. Time for payment is of the essence.
7 Limitation of liability
7.1 Subject to clause 4, the following provisions set out the entire financial liability of Packaging Answers (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these Terms and Conditions, including any deliberate breach of these Terms and Conditions by a party, or its employees, agents or subcontractors;
(b) any use made or resale by the Buyer of any of the Products, or of any product incorporating any of the Products; and
(c) any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.
7.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
7.3 Nothing in these Terms and Conditions excludes or limits the liability of Packaging Answers for:
(a) death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (as applicable); or
(b) for defective products under the Consumer Protection Act 1987; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) any matter which it would be illegal for Packaging Answers to exclude or attempt to exclude its liability; or
(e) for fraud or fraudulent misrepresentation.
7.4 Packaging Answers shall not under any circumstances be liable for death or personal injuries or other losses arising from the negligence of the Buyer, non-observance or non-compliance by the Buyer of Packaging Answers oral or written instructions as to the storage and use of the Products (if there are none) good trade practice regarding the same.
7.5 Packaging Answers shall not under any circumstances be liable for any defect in the Products if such defect arises as a result of Packaging Answers following any drawing, design or Specification supplied by the Buyer.
7.6 Subject to clause 7.2 and 7.3:
(a) Packaging Answers total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 150% of the price of the Products supplied by it; and
(b) Packaging Answers shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
8 Law and Jurisdiction
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England, and the parties submit to the exclusive jurisdiction of the English courts.
9 Force Majeure
Packaging Answers shall not be liable for any failings in its performance under this Contract if such failing is a direct or indirect result of any circumstances outside its control. Packaging Answers shall not in any circumstances have any liability to the Buyer under the Contract if it is prevented from, or delayed in, performing its obligations under the Contract by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Packaging Answers or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
10 General
10.1 A person who is not a party to the Contract shall not have any rights to enforce its terms.
10.2 Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing (a) by email or (b) addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
10.3 If any of the terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term will to that extent be severed from the remaining terms which will continue to be valid to the fullest extent permitted by law.
