Terms and Conditions of Sale
Products, materials or equipment to be supplied by or through D & M Packaging Limited (herein after referred to as “the Seller”) are offered subject to the following express terms and conditions and these conditions shall apply notwithstanding any conditions to the contrary in the Buyer’s conditions (which so far as they are inconsistent with these terms and conditions are deemed to be waived).|
1. Quotations
Quotations are subject to confirmation on receipt of order and do not constitute an offer.
2. Terms
a. Orders are accepted subject to the Buyer’s credit being approved by the Seller.
b. Payment is due 30 days from date of invoice which is the goods dispatch date. If the buyer fails to pay the outstanding invoice within the agreed payment period, the Seller reserves the right to charge interest on the outstanding amount at a rate of 4% above the Bank of England’s base interest rate. In addition, the seller will be entitled to recover its additional financing costs which amount to 1% of the overdue invoice for every 30 days the invoice is overdue plus reasonably incurred collection recovery costs subject to a minimum collection recovery fee of £500. Payment by cheque will only be accepted where agreed in advance and will incur an administration fee of £30 + VAT.
c. An order once placed whether verbally or in writing cannot be cancelled except by mutual agreement and then only on terms which would fully indemnify the Seller.
d. Unless another form of shipment has been agreed, we supply “ex works” (INCOTERMS 2000). The time that the goods are ready for shipment in the supplying works shall prevail for observance of the agreed delivery periods and dates. Unless otherwise agreed in writing, the risk shall pass to the customer upon dispatch “ex works”.
3. Delivery
a. Where contracts provide for a single delivery, goods shall be delivered and accepted as soon as ready Where contracts provide for deferred deliveries such deliveries shall be accepted as specified in the contract (or as soon thereafter as ready) provided that all deliveries will be accepted within 90 days of manufacture. Any goods remaining 90 days and over after manufacture, the Seller has the right to dispatch such goods and invoice them.
b. 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.
c. While every effort will be made by the Seller to effect delivery in accordance with any pre‐arranged dates and times, no guarantee as to the dates and time of
delivery by the Seller is to be implied and the Seller will not accept liability for any loss or damage occasioned by delivery however caused.
d. The Seller shall have the right to make partial deliveries.
4. Delay Caused by Buyer
If delay is caused by the Buyer through lack of instructions, faulty, incorrect or incomplete instructions, or a change of instructions or otherwise, the Seller reserves the right to increase its price or recover costs to cover loss of production or any other cost or loss to the Seller occasioned by such delay.
5. Passing of Property
a. The risk in goods shall pass to the buyer upon delivery, but ownership shall remain with the Seller until full payment has been received of all sums due from the
Buyer to the Seller under this and any other contract between the Buyer and the Seller.
b. The Buyer may sell or use the goods before ownership has passed to the Buyer, provided that all sums due or paid to the Buyer partially or wholly in respect of the goods are to be held in trust for the Seller until all sums due to the Seller have been paid.
6. Quantity Variations
A shortage or surplus, charged pro‐rata, not exceeding 18 per cent or 50 kilos will be considered due execution of any order.
7. Drawings, etc.
All Drawing (article or tool), sketches, silk screens, line films, negative, printing plates and technical documents delivered before or after the inclusion of the and
intended for the use of or information of the Buyer, are submitted in confidence and shall remain at all time the exclusive property of the Seller and must not be
copied, reproduced, transmitted or communication to a third party without the Seller’s consent in writing. Unless otherwise stated specifically in writing, all drawings, descriptive matter, weights and dimensions submitted with any quotations are approximate only, and the descriptions and illustrations contained in the Seller’ catalogues’, price lists and other advertising matter are intended to present a general idea of the goods described therein and none of these shall form part of a contract.
8. Suitability and Limitation of Seller’s Liability
a. The Buyer shall always disclose to the Seller full particulars, specifications and information regarding the nature, substance, composition and size of the articles, which it is intended, shall be packaged in the packaging supplied by the Seller, together with full particulars of the physical conditions under which the said packaging shall be stored.
b. The Seller shall not be liable for any damage to or deterioration, weakness or unsuitability of the said packaging caused by the articles placed therein, unless the said
particulars, specifications and information were set out in writing by the Buyer when ordering the packaging of the Seller and the said damage, deterioration, weakness or unsuitability was directly attributable to a property of the said articles which had been specifically disclosed as aforesaid. Further the Seller shall not be liable in any event for any such damage to, or deterioration, weakness or unsuitability of their packaging or for any damage to or deterioration of the contents of any packaging supplied by them caused other than as described above, unless the same is attributable directly and solely to defective manufacture. Liability shall be restricted to the value of the packaging supplied by the Seller and may be met by replacement of the packaging or cash refund at the option of the Seller.
c. Any express or implied statement, condition or warranty, statutory or otherwise, not stated herein is hereby excluded and deemed to be inconsistent herewith; and
save as is expressly otherwise stated herein, no responsibility is accepted by the Seller for any damage or loss arising directly or indirectly out of goods supplied or for
any damage or loss arising by reason of any failure of the goods to comply with the specification, notwithstanding that such damage or loss may have been caused in whole or in part by the negligence of the Seller, its servants or agents.
9. Buyer’s Requirements
The Buyer shall be wholly responsible (in respect of copyright, trademark, design, all common law and statutory right or otherwise howsoever) for any matter or work which he instructs the Seller to perform and for any design, sketch, drawing, construction work or thing which he supplies and/or instructs the Seller to supply or execute and for all claims by third parties arising there from and the buyer shall keep the Seller indemnified against all proceedings, claims, costs, expenses and liability whatsoever in respect thereof.
10. Claims
Complaints or claims will only be entertained if lodged by the Buyer within three days of receipt of the goods by him, or if related to the transport of the goods within such time as will enable the Seller to comply with the time limit and procedure of the railway companies or other carriers by whom the goods were transported. The return of goods will not be accepted unless the Seller or his representatives shall first have an opportunity of examining it.
11. Cost Variation
All quotations are given subject to the cost of currency conversion and raw materials and labour at the date thereof and the Seller reserves the right to increase prices in accordance with any increased costs and expenses (including Carriers charges) between the date of quotation of contract and the date of dispatch of goods.
12. Force Majeure
The performance of all contracts is subject to variation or cancellation by the Seller owing to any Act of God, war, strikes, lock‐outs, fire, flood, drought, tempest or any other cause beyond the control of the Seller or owing to any inability by the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver caused by and such contingency.
13. In any case of dispute British Law shall govern jurisdiction and all matters.
14. Application of the United Nations Convention of April 11, 1980 on Contracts for the International Sale of Goods is precluded.