Terms & ConditionsTerms & Conditions

Protective Packaging Limited - Conditions of sale

DEFINITIONS

1 .In these Terms the following expressions shall have the following meanings:
"Contract" the contract for the sale and purchase of the Goods made pursuant to these Terms;
"Delivery" delivery to you, collection by you, or performance by us (as the context shall so allow) of the Goods or any part of them in accordance with these Terms;
"Delivery Address" the location for Delivery agreed between us;
"Delivery Date" the date for Delivery agreed between us;
"Force Majeure" any circumstances beyond our reasonable control;
"Goods" the products and/or services which we have agreed to supply to you pursuant to these Terms;
"Intellectual Property Rights" any copyright, patent, utility model, design right, registered design, know how, show how, trade or service marks, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application, or the right to apply, for any of the foregoing;
"Loss" all actions, claims, demands, losses (direct, indirect, consequential or otherwise), expenses, costs, actions and proceedings;
"Payment Terms" the terms of payment in respect of the Price (and where relevant any delivery charges) agreed between us in writing and which unless otherwise agreed shall require payment not later than 30 days from the end of the month of invoice;
"Price" the price of the Goods as quoted by us or as otherwise agreed between us in writing;
"Quotation" includes any quotation, estimate or tender given or made by us in writing;
"Specification" the description of the Goods which may be issued by us to you;
"Terms" the terms and conditions set out herein including any special terms and conditions agreed in writing between us.

CONDITIONS APPLICABLE

2. All orders are accepted and all contracts are made subject to the Terms which shall prevail and be effective notwithstanding any variations or additions contained in any order or other document submitted by you including without limitation your standard conditions of purchase. No modification of these Terms shall be binding upon us unless made in writing by a director of ours.

3. Every acceptance by you of any Quotation shall be deemed an offer by you to purchase Goods from us on the terms of the Quotation and will not be binding on us until we have given written acceptance of such offer to you.

4. You shall be responsible to us for ensuring the accuracy of the terms of any order submitted by you and for giving us any necessary information relating to the Goods within sufficient time to enable us to perform the Contract in accordance with its terms.

THE GOODS

5. The quantity, quality and description of and any Specification for the Goods shall be those set out in the Quotation or your order (if accepted by us).

6. If you require the Goods to undergo testing in excess of that ordinarily carried out by us, then you shall notify us prior to placing an order. Such additional testing shall be the subject of a separate agreement between the parties and may include the recovery of our extra costs incurred.

7. Our employees or agents are not authorised to make any representations concerning the Goods unless confirmed by one of our directors in writing. In entering the Contract you acknowledge that you do not rely on any such representations which are not so confirmed.

8. Any advice or recommendation given by us or our employees or agents to you as to the storage, application or use of the Goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk and accordingly we shall not be liable for any such advice or recommendation which is not so confirmed.

PRICE AND PAYMENT

9. Unless otherwise agreed in writing between us, the Price shall not include Delivery. The Price is exclusive of any VAT for which you shall be additionally liable.

10. Unless otherwise agreed in writing between us the Price shall not include packaging costs.

11. We shall be entitled to send the invoice for the Goods to you immediately the Goods have been despatched or when they are ready for despatch but are prevented or delayed from being despatched due to Force Majeure. You shall pay any amount due in accordance with the Payment Terms by cash, cheque, credit card or BACS telegraphic transfer.

12. If you fail to make any payment in accordance with the Payment Terms then without prejudice to any other right or remedy available to us we shall be entitled to:

  • 12.1. cancel the Contract or suspend any further Deliveries to you; and
  • 12.2. appropriate any payment made by you to any goods supplied under any other contract between us as we may think fit; and
  • 12.3. charge interest to accrue on a daily basis at the rate of 2% per month from which payment falls due to the actual date of payment such interest to be paid monthly; and
  • 12.4. demand payment of all outstanding balances from you whether due or not and/or cancel any outstanding orders and/or decline to make further Deliveries (under this or any other contract between us) except upon receipt of cash or satisfactory securities;
  • 12.5. recover the Price notwithstanding that Delivery may not have taken place and the property in the Goods has not yet been passed to you.

13. You shall not be entitled to withhold or set off payment for Goods for any reason whatsoever.

14. In addition to any right or lien to which we may by law be entitled we shall in the event of your insolvency or your failing to render payment for any Goods supplied by us when due be entitled to a general lien on all goods of yours in our possession for the unpaid price of any Goods sold and delivered by us under the same or any other contract.

15. In addition and without prejudice to our other rights we may on fourteen days' notice to you sell any goods of yours on which we have a lien and shall be deemed your agent for the purposes of effecting such sale. We may apply the proceeds of sale towards the satisfaction of sums due from you without prejudice to our right to recover the balance thereof from you.

16. All Goods for which the Payment Terms have not been complied with and which are held by us at our premises are so held at your risk.

DELIVERY

17. Any date or period set out in a Quotation or our acceptance of order or which is otherwise agreed by us and you for Delivery is approximate only and time shall not be of the essence for such Delivery. If we are prevented from delivering any Goods at the time provided for Delivery by reason of Force Majeure then the period for Delivery shall be extended by the time lost due to such Force Majeure. Details of Force Majeure will be forwarded by us to you as soon as reasonably practicable.

18. Subject to clause 17 above, should you fail to take Delivery on or before the Delivery Date we shall be entitled:

  • 18.1. if we have not already done so to invoice such Goods forthwith and to take the invoice into account;
  • 18.2. to treat the Contract as repudiated by you and without prejudice to any other right we may have against you we shall be entitled to resell the Goods and shall be entitled to be indemnified by you for any Loss which we suffer.

CONFIDENTIALITY

19. You agree and undertake that you will keep confidential and will not disclose or use for any purpose (other than to perform your obligations under the Contract) any information of a confidential nature (including trade secrets and information of commercial value) which may be disclosed to you by or on behalf of us. Any plans, drawings, designs, specifications and other materials supplied to you by us shall at all times remain our property and shall be returned to us immediately upon request.

20. YOUR OBLIGATIONS

  • 20.1. If the Goods are to be manufactured by us in accordance with a specification submitted by you, you shall indemnify us against all Loss suffered by us in connection with any infringement claim by a third party relating to such goods.
  • 20.2. You shall be responsible for supplying reliable and accurate information to us (including, without limitation, drawings, plans and designs) to enable us to manufacture the Goods. We shall be entitled to assume that all information supplied by you is accurate, fit for the purpose for which it is supplied and that we can rely on the same. We shall not be liable for any Loss or delay in Delivery of the Goods which directly or indirectly arises from your failure to supply accurate information.
  • 20.3. You shall indemnify us against all Loss suffered by us which arises as a result of the breach by you of any provision of the Contract or your breach of statutory duty or your negligence or the negligence of any of your representatives.
  • 20.4. You shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon. In particular, if any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by you, you shall obtain the same at your own expense and if necessary produce evidence of the same to us on demand. Failure to do so shall not entitle you to withhold or delay payment of the Price. Any additional expenses or charges incurred by us resulting from such failure shall be for your account.

INTELLECTUAL PROPERTY RIGHTS

21. Unless otherwise agreed in writing, all Intellectual Property Rights in relation to the Goods and their method of manufacture, including any drawings or designs created by us or on your behalf in the performance of the Contract, shall vest in us and remain property of ours notwithstanding the purchase of the Goods by you and you undertake to enter into such agreements or deeds as we shall require to vest any such Intellectual Property Rights as aforesaid.

22. Unless otherwise agreed, in writing and notwithstanding that you may have contributed towards the costs of such items all tooling (and all Intellectual Property Rights in relation to such tooling) produced or acquired by us in relation to the manufacture of the Goods shall be and remain our property.

23. WARRANTIES AND LIABILITY

  • 23.1. Subject as expressly provided for herein all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law and we shall have no liability to you other than as expressly set out herein.
  • 23.2. Any Specification supplied by us shall be approximate only and for information and guidance only and shall not form part of the Contract.
  • 23.3. You are advised to inspect, and shall be deemed to have inspected the Goods upon Delivery and we shall have no liability to you in relation to damage to the Goods in transit which was apparent on inspection or which would have been apparent on reasonable inspection unless such damage is notified to us in writing within 24 hours of Delivery specifying (in such detail as we shall reasonably require) the damage to the Goods.
  • 23.4. We shall have no liability to you in relation to non-delivery of the Goods unless such non-delivery is notified to us in writing within three days of the Delivery Date.
  • 23.5. Where any valid claim in respect of short delivery or non-delivery of or damage to the Goods is notified to us in accordance with these Terms, we shall be entitled to supply goods to remedy any short delivery or non-delivery or damage free of charge or, at our discretion, refund to you the price of the Goods but we shall have no further liability to you.
  • 23.6. Any claim based upon a defect in the quality of the Goods or a failure of the Goods to meet their Specification must be made in writing by you within one month of the date of Delivery of the Goods.
  • 23.7. Notwithstanding any provision to the contrary set out herein our total liability to you under the Contract shall not exceed the total value of the order in relation to which liability arose.
  • 23.8. If any valid claim is made by you in accordance with clause 23.6 we shall be entitled at our sole discretion to:
  • 23.8.1. replace the defective Goods or parts thereof free of charge; or
  • 23.8.2. refund to you the price (or proportionate price) of the defective Goods;
  • and in either case we shall have no further liability to you.
  • 23.9. We shall have no liability to you under or arising out of or otherwise in connection with the Contract or the supply of Goods by us to you and/or their use or resale by you in contract tort including negligence or breach of statutory duty or by reason of any representation (unless fraudulent) or any implied warranty condition or other terms or any duty at common law or otherwise for loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage or loss of any nature or for the costs of recall of any Goods except as may otherwise be expressly provided for in these Terms. Subject to clause 23.11, the provisions of clauses 23.8 and 23.9 represent the full extent of our liability with regard to any defect in the Goods or a failure by the Goods to meet Specification.
  • 23.10. Notwithstanding any provision of these Conditions we shall have no liability to you in respect of any defect in the quality of the Goods or the failure of the Goods to meet Specification where the defect or failure has arisen as a result of improper storage or any act or omission of yours.
  • 23.11. For the avoidance of doubt nothing herein contained shall be deemed to exclude or restrict our liability for death or personal injury arising due to our negligence.

TITLE AND RISK

24. The risk in the Goods shall pass to you immediately upon Delivery or if you wrongfully fail to take Delivery of the Goods the time when we have tendered Delivery of the Goods.

25. Until payment by you in full of the Price and any other monies due to us in respect of all other products or services supplied or agreed to be supplied by us to you (including but without limitation any costs of Delivery) the property in the Goods shall remain ours and you shall hold the same as the fiduciary agent of and bailee for us and accordingly you shall store the same separately from any items owned by you or any third party and shall appropriately identify and mark the same as being our property and you will insure such Goods for their replacement value with a reputable insurer and note our interest on any policy documents.

26. Until such time as property in the Goods has passed to you (and provided that the Goods are still in existence and have not been resold) we shall be entitled at any time to require you to deliver up the Goods to us and if you fail to do so forthwith we or our agents may enter your premises and take possession of any Goods in which property remains ours and remove and dispose of them as we think fit. We shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by you.

OTHER

27. Save as may be otherwise agreed in writing between us where Goods are supplied for export from the United Kingdom we shall not be obliged to give you the notice specified in Section 32(3) of the Sale of Goods Act 1979.

28. If you shall:

  • 28.1. default in or commit any breach of any of your obligations to us under these Terms; or
  • 28.2. be involved in any legal proceedings in which your solvency is in question or serious doubts shall exist as to your solvency;
  • then in any such case we shall immediately become entitled (without prejudice to our other claims and rights under the Contract) to suspend further performance of the Contract for such time as we shall in our absolute discretion think fit or (whether or not notice of such a suspension shall have been given) to treat the Contract as wrongfully repudiated by you and forthwith terminate the Contract (either with or without notice to you) and if the Goods have been delivered but not paid, for the Price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

29. We shall not be liable for any failure to perform or for any delay in the performance of our obligations hereunder caused by Force Majeure.

ASSIGNMENT

30. We shall be entitled to assign or subcontract all or any of our rights and obligations hereunder. You shall not be entitled to assign, transfer, subcontract or otherwise delegate any of your rights or obligations hereunder.

NOTICE

31. Any notice required or permitted to be given by either party to the other under these Terms shall be given in writing at their registered office or principal place of business or such other address as may be notified for such purpose to the party giving notice.

WAIVER

32. No waiver by us of any breach of Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

SEVERANCE

33. If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

RIGHTS OF THIRD PARTIES

34. The parties hereto intend that no term of these Terms may be enforced by any person, entity or body that is not a party to this agreement.

GOVERNING LAW AND JURISDICTION

35. All Contracts shall be governed by English law and the English courts shall have exclusive jurisdiction for the hearing of any dispute between the parties save in relation to their enforcement where their jurisdiction shall be non-exclusive.

ISO

Protective Packaging Ltd
Dane Road Industrial Estate . Sale . Cheshire . M33 7BH
Tel: +44 (0) 161 976 2006 . Fax: +44 (0) 161 976 3330
Please note that calls may be recorded for training and quality purposes