Terms & Conditions

1 INTERPRETATION

 1.1 In these conditions:

• ‘BUYER’ means the person who accepts a quotation of the Seller for the sales of the Goods or whose order for the Goods is accepted by the Seller whether verbally or in writing.
• ‘GOODS’ means the goods (including any instalment of the goods or any parts of them) which the Seller is to supply in accordance with these conditions.
• ‘SELLER’ means Altrades Packaging Ltd. of the Warehouse, Westway, Guildford, Surrey. But shall include any premises from which Altrades Packaging Ltd. may operate in the future.
• ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document.
• ‘CONTRACT’ means the contract for the purchase and sales of GOODS.
• ‘WRITING’ includes telex, cable facsimile transmission and comparable means of communication.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2 BASIS OF SALE

2.1 Where originally agreed in writing all goods are sold subject to the Terms & Conditions herein to the exclusion of any Terms & Conditions of the Buyer and no representative or agent of the Seller has any authority to make any representations concerning the Goods or to vary, omit, or add to these Terms & Conditions or any of them. In entering into the Contract the Buyer acknowledges that he/she does not rely on, waives any claim for breach of, any such representation, variation, omission or additions until same has been agreed in writing.

2.2 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document of information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

2.4 The placing of any order whether verbally or in writing by the Buyer shall constitute unqualified acceptance of these Terms & Conditions of Sale.

3 ORDERS AND SPECIFICATIONS

3.1 No order over £1,000 submitted by the Buyer shall be deemed to be accepted by the seller unless and until confirmed in writing by the seller’s authorised representative.

3.2 The Buyer shall be responsible to the seller or ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Good within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

3.3 The quantity, quality and description of, any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

3.4 The Seller will endeavour to deliver the correct quantity ordered by the Buyer but owing to the difficulties of producing exact quantities, estimates are conditional upon a margin of +/- 10% tolerance, any delivered difference to be charged for or deducted as applicable.

3.5 The Seller gives no conditions or warranty that the goods supplied are fit for any particular purpose for which the Buyer may require the same and the Buyer shall satisfy itself prior to ordering that the goods are fit and suitable for purpose for which the Buyer requires them.

3.6 Goods will be manufactured to the tolerances specified in the relevant standards. Every endeavour will be made by the Seller to achieve close colour match but exact matching cannot be guaranteed particularly when printing over a different colour substrate and where a particular Pantone reference is specified. Standard Terms & Conditions of Sale INTERPRETATION ORDERS AND SPECIFICATIONS BASIS OF SALE Page 1

3.7 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of any claim for infringement if any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

3.8 The Seller reserves the right to make any changes in specification of the Goods which are required to conform with any applied safety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

3.9 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including costs of all labour and material used), damages, charges and expenses incurred by the Seller as a result of cancellation.

3.10 The Seller will strive to achieve the exact amount packed per carton in accordance with the Buyer’s specification, subject to +/- 10% tolerance.

3.11 The Buyer’s property and all property supplied to the Seller on behalf of the Buyer will be held at the Buyer’s risk. Material supplied must meet the specification required for the purpose supplied and be sufficient to incorporate wastage. No responsibility can be accepted by the Seller for imperfect work caused by defects in or unsuitability of materials so supplied. Transit insurance and insurance for Buyer’s property held by the Seller to be the Buyer’s responsibility.

3.12 Whilst every effort will be made by the Seller to supply materials in accordance with the quality submitted or estimated for, this cannot be guaranteed by the Seller and no condition or warranty to this effect shall be implied.

3.13 Artwork Designs and Blocks supplied by the Seller remain the Seller’s property notwithstanding any contribution by the Buyer to the cost of procuring same.

4 PRICE

4.1 The price of the Goods shall be the Seller’s quoted price or, where no price had been quoted (for a quoted price no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.

4.2 The Seller reserves the right at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitations, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, an unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

4.4 The price is exclusive of an applicable value added tax, which the Buyer shall be additionally liable to pay the Seller.

5 WARRANTY

5.1 Save as expressly provided in these terms and conditions and sub-clause 5.2 of this clause, all warranties, conditions, guarantees, or representations, expressed or implied, statutory or otherwise are hereby excluded and the Seller shall not be liable for any damage, expense or injury of any kind whatsoever, consequential or otherwise, arising out of or due to or caused by any defect or deficiencies of any sort in the goods supplied by the Seller and whether such defects or deficiencies are caused by the negligence of the Seller or its servants or agents or otherwise.

5.2 The Seller agrees to make good by replacement or to pay to or allow the Buyer a reasonable sum not exceeding in any event the invoice value defects which arise solely from faulty materials or workmanship except that the Seller should be under no liability whatsoever for any liability in tort or for consequential loss or damage of any kind for any defect in the failure or unsuitability for any purpose of the goods or any part thereof whether the same be due to faulty design, workmanship or material.

6 SHORTAGES AND DEFECTS

6.1 No claims for shortages in delivery or in respect of defective goods shall be made unless the Seller is notified in writing within 14 days of the receipt thereof by the Buyer or the Buyer’s customer where that is the initial delivery location and the Seller is afforded the opportunity of checking and viewing the goods under complaint. In any event no claim shall be entertained by the Seller for goods which have been cut, trimmed or processed by the Buyer or the Buyer’s customer. In absence of any such notification the Buyer shall be deemed to have accepted the goods. 6.2 Claims in respect of shortages or defective goods shall not constitute grounds for the withholding of payment by the Buyer of his accounts and shall not give any right of set off against payments due from the Buyer or Seller.

6.3 Credit notes will only be issued against defective goods returned to and agreed as being faulty by the Seller. The method of disposal of any defective goods is entirely at the discretion of the Seller.

6.4 Carriage charges credited for the return of goods accepted by the Seller as defective will be calculated from the original point of delivery by the Seller.

6.5 The Seller will either replace free of charge shortages and defective goods or allow credit therefore not exceeding the invoice value of the goods.

6.6 The Seller’s decision on all matters relating to settlement of claims shall be final.

7 PASSING OF PROPERTY

The property in the goods shall notwithstanding delivery to the Buyer remain in the Seller until the Buyer has paid the full price as well as all other sums whatsoever due to the Seller.

8 TERMS OF PAYMENT

8.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer of the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

8.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) in accordance with the terms quoted by the Supplier notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract.

8.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to: 8.3.1 – cancel the contract or suspend any further deliveries to the Buyer; 8.3.2 – appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).

9 CANCELLATIONS

The Buyer shall notify the Seller in writing of the non-receipt of any goods within 7 days of the invoice date, failing which the Seller shall be under no liability whatsoever to the Buyer regardless of any conditions of carriers of insurers.

10 RETURNS

Returns will only be accepted by the seller at their discretion and conditional on the goods being retained in their original unopened condition. The seller reserves the right to levy a 20% handling charge on goods accepted for return.

11 LIEN

The Seller shall have a general lien on all property belonging to the Buyer in the possession of the Seller in respect of all monies due to the Seller from the Buyer.

12 FORCE MAJEURE

No liability is accepted by the Company for any direct or indirect loss arising from non-delivery or delay of any goods caused by Wars, Riots or Civil Commotion, Strikes, Lock-Outs, Fires, Floods, Droughts, Acts of Government, Failure to Obtain or Shortages of Raw Materials, Trade Disputes or any other cause whatsoever beyond its control.

13 GENERAL

13.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing 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.

13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

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

13.4 Any dispute arising under or in connection with these Conditions or the sales of the goods shall be referred to an arbitrator appointed by agreement or (in default) nominated on the application of either party.

13.5 The Contract shall be governed by the laws of England and actions arising shall be taken in the English Courts.