Terms of Sale - Sarcina Packaging

TERMS OF SALE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE COMPLETING THE NEW ACCOUNT FORM

1. Definitions

Buyer: the person or firm who purchases the Goods from the Seller.

Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

Conditions: the terms and conditions set out in this document.

Goods: the Goods (or any part of them) set out in the Order.

Seller: Sarcina Packaging Limited (company number 08932934) with registered address 7 St. Georges Yard, Castle Street, Farnham, Surrey, GU9 7LW.

Services: the services supplied by the Seller to the Buyer as set out in the purchase order form.

Order: the Buyer’s order for Goods and/or Services as set out in the Buyer’s purchase order form.

2. Contract

(a) The Order constitutes an offer by the Buyer to purchase Goods and/or Services in accordance with these Conditions.

(b) The Order shall only be deemed to be accepted when the Seller issues written acceptance of the Order at which point and on which date the Contract shall come into existence.

(c) Any samples, drawings, descriptive matter or advertising issued by the Seller and any descriptions of the Goods or illustrations or descriptions of the Services contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.

(d) These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

(e) Any quotation given by the Seller shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

3. Payment

(a) Credit Payment terms are 28 clear days from the date of invoice unless otherwise agreed or advised in writing by the Seller irrespective of delivery date and payment shall be due in accordance with these Conditions notwithstanding the provisions of clause 7 herein.

(b) Overdue accounts will be subject to charge for simple interest from the due date at bank base rate plus 8% under legislation effective in The Late Payment of Commercial Debts (Interest) Act 1998.

4. Prices

(a) All prices are exclusive of Value Added Tax which will be chargeable at the rates in force at the time of dispatch.

(b) Listed prices are subject to amendment without notice but where practicable the Seller will endeavour to give notice of amendments.

(c) Customers who fail to respect the payment terms detailed herein or otherwise agreed or advised in writing by the Seller will not qualify thereafter for any special terms or discounts and will be supplied thereafter on a pro-forma basis only.

5. Delivery

(a) All Orders are subject to delivery charge unless otherwise agreed or advised in writing by the Seller.

(b) Standard lead-times are 10-15 working days from our return production proof artwork approval unless otherwise advised. Lead-times can be significantly extended during busy periods.

(c) All dates specified as to delivery or collection of the Goods are estimates only and the Seller shall not be liable for delay or any damage or inconvenience sustained by the Buyer as a result of any such date not being met. In all cases time shall not be of the essence.

(d) Notwithstanding any express agreement as to the date of delivery or collection the Seller shall be entitled to postpone or cancel delivery or collection in whole or in part when it is delayed in or prevented from making or obtaining any Goods or materials or parts or components or services therefore or making delivery of Goods by any cause beyond the Seller’s reasonable control.

(e) Where Goods are ready for delivery or collection the Seller may postpone delivery or collection at the request of the Buyer. In such event the Buyer shall make the payment as if the Goods were delivered or collected and invoiced on the date of such request. The Seller may store the Goods at its own premises or elsewhere at the Buyer’s sole risk and expense and all storage insurance and transport arrangements shall be the Buyer’s sole responsibility.

(f) Where reasonably necessary delivery may be made by installments and any failure or default in one installment will not vitiate the contract as to the remaining installments. The Seller will make all reasonable efforts to complete delivery within a reasonable time.

(g) Where delivery is expedited at the request of the Buyer an additional charge may be made for expedition at the Seller’s discretion and any defects reasonably attributable to such expedition shall be the Buyer’s sole responsibility.

(h) If the Buyer fails to take delivery of Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller (including its right to payment) the Buyer shall indemnify the Seller in full against all losses, damages, charges and expenses incurred by the Seller as a result of the Buyer’s said failure to take delivery or give adequate delivery instructions.

6. Pallets

(a) Where practicable or otherwise requested by the Buyer all Orders will be delivered palletized and wrapped and accompanied by a delivery note.

(b) The Seller may operate a pallet control system.

(c) Where the Seller operates a pallet control system, any pallets not replaced or returned to the Seller within 2 months of delivery of the same to the Buyer may be charged for at cost.

7. Claims

(a) All deliveries or collections of Orders must be signed for dated and timed on receipt by the Buyer or its warehousemen bailees or agents.

(b) Any claims for loss, damage or pilferage of Goods in transit must be noted and signed for on delivery by the Buyer or its warehousemen bailees or agents and submitted in writing within seven days of delivery.

(d) Any query on invoice must be submitted in writing within seven days of issue of same and will not be accepted at any later date.

8. Warranty

The Seller warrants that on delivery the Goods shall conform in all material respects to their description, but the Seller does not warrant that the Goods will be fit for purpose other than as held out by the Seller. Any implied terms as to satisfactory quality of Goods are hereby excluded. The Seller shall be under no liability for any damage arising directly or indirectly out of the supply or use of the Goods.

9. Risk

The risk in the Goods shall immediately pass to the Buyer upon collection or delivery of the Goods into the custody care or control of the Buyer or its warehousemen bailees or agents and the Buyer thereafter shall be responsible for all claims actions and losses arising out of or in any way associated with the Goods.

(b) Goods represented by the Buyer to be defective shall not form the subject of any claim for work done by the Buyer or for any loss, damage or expense whatsoever arising directly or indirectly from such defects but such Goods if returned to the Seller within 4 weeks of delivery and accepted by them as defective will at the request of the Buyer and if practicable be replaced as originally ordered. Defects in quality or dimensions in any delivery shall not be grounds for cancellation of the remainder of the Order or Contract.

10. Ownership

Title to the Goods shall not pass to the Buyer until the Seller receives payment in full for the Goods.

11. Buyer obligations

If the Seller’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant obligation (Buyer Default):

(a) Without limiting or affecting any other right or remedy available to it, the Seller shall have the right to suspend performance of the Services until the Buyer remedies the Buyer Default, and to rely on the Buyer Default to relieve it from the performance of any of its obligations in each case to the extent the Buyer Default prevents or delays the Seller’s performance of any of its obligations;

(b) the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations set out in the clause; and

(c) the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller arising directly or indirectly From the Buyer Default.

12. Proofs, Samples & Die Forms

(a) Unless otherwise agreed in writing by the Seller all proofs, samples, cutting and creasing forms, printing stereo plates or work produced at the Buyer’s request either experimentally or otherwise will be charged for. All charges on and after first proof including alterations in style will be charged additionally. No responsibility will be accepted for any errors in proofs, samples cutting and creasing forms, printing stereo plates or work which has been approved by the Buyer.

(b) All contents of any print miniature and CAD drawing are to be fully approved by the customer, by way of reply. It is the responsibility of the customer to quality-check all elements of this drawing. On-screen digital proofs that represent print colours may not be representative of final print production colours. We will not accept responsibility for any consequential loss claims.

(c) Whilst every endeavour will be made to supply material in accordance with the quality of samples submitted or quoted for, the Contract is not a contract of sale by sample.

(d) Unless otherwise agreed in writing by the Seller all die forms and printing stereos can be disposed of if unused for a period of 18 months. We will not accept responsibility for any loss claims resulting from the disposal of forms or stereos.

13. Manufacturing tolerances

Where Goods are provided by the Seller in accordance with the specification provided by the Buyer, the Buyer shall accept a quantity which may vary within a tolerance of 10% from the quantity actually ordered. The Seller shall only accept liability, subject to clause 13, if the tolerance exceeds 10%.

13.Print and registration tolerances

For all printed Goods supplied by the Seller the following applies:

(a) Print to cut register tolerance of +/- 4mm;

(b) Print to print register tolerance +/- 2%; and

Flexo printed cartons will be deemed to be within tolerance if text, copy and logos are broadly representative of the artwork approved.

14. Application

By ordering any Goods from the Seller the Buyer will be deemed to have accepted that these Conditions or any of them take precedence over any other conditions contained on or in any letter acceptance form receipt or the like received by the Seller in connection with the Goods so ordered and that any such other conditions will not form part of the Contract between the Seller and the Buyer for the sale of such Goods.

15. Limitation of liability

The Seller shall under no circumstances be liable to the Buyer for:

(a) loss of profit; and

(b) indirect or consequential or special loss.

The Seller’s total liability to the Seller in respect of all losses arising in connection with the Contract shall in no circumstances exceed the Order value.

16. Errors

The Seller reserves the right to correct any printing or clerical or other accidental errors or omissions in quotations, invoices and other documents and no Contract shall be invalidated by reason of any such errors.

17. Variation

These Conditions or any of them cannot be varied suspended or added to except with the written agreement of Sarcina Packaging’s authorised officers.

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

20. Law

The construction validity and performance of any contract shall be governed by the laws of England.

21. Jurisdiction

Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

22. Entire Agreement clause

This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23. Severance

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

24. Assignment and other dealings

(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b)The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.

25. Third party rights

No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.