Business to Business Terms
1. BASIS OF THE CONTRACT
1.1 In these Conditions:
“Company” means Lil Packaging Limited (registered in England and Wales with company number 01895837).
“Contract” has the meaning set out in Condition 1.2 below.
“Customer” means the person who places an Order for Products with the Company, which is accepted by the Company.
“Customer Materials” has the meaning set out in Condition 6.2 below.
“Customer Property” means any materials provided by the Customer to the Company as referred to in Condition 7 below.
“Customer Requirements” means a Customer’s specific requirements relating to Products to be supplied as referred to in Condition 4 below.
“Order” means an order placed with the Company for Products (whether or not following a quotation from the Company.
“Order Confirmation” means an acceptance of an Order from a Customer by the Company.
“Products” means any of the Company’s products detailed in an Order, which has been accepted by the Company in a Confirmation of Order.
1.2 An Order placed by a Customer is an offer to purchase the Products subject to these Conditions. Once this is accepted by the Company by issuing a written Order Confirmation (which may amend the Order), those documents together with these Conditions (and any referenced items) constitute “the Contract”. These Conditions shall apply to each Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate.
1.3 Once acceptance is confirmed by the Company, an Order can only be cancelled with the Company’s written agreement. This will usually only be agreed if the Customer agrees to meet all the Company’s costs in connection with the Order, including any work to meet specific Customer Requirements referred to in Condition 4 below.
1.4 The Customer’s attention is drawn to the Condition 14 (Limitation of Liability) below.
All quotations are subject to withdrawal or amendment before the Company issues an Order Confirmation for an Order. Quotations are subject to materials being available at the time an Order is placed and accepted by the Company. All clerical errors in quotations are subject to correction.
3. PRODUCTS SUPPLIED
3.1 Products supplied will conform in all material respects with their description in the Company’s catalogue and/or on its website, be free from material defects in design, materials and workmanship and be of satisfactory quality and fit for the purpose specified by the Company.
3.2 Products supplied to meet Customer requirements are subject to Conditions 4 to 7 below. The Company accepts no responsibility for any defects or failure in performance of Products resulting from specific Customer requirements.
3.3 The Company will try to supply Products of the quality of samples provided to the Customer or quoted for the Contract but the Contract is not a contract of sale by sample. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
4. CUSTOMER REQUIREMENTS
4.1 Specific requirements relating to Products (eg relating to design, construction, artwork, printing, materials used etc) must be agreed in advance by the Company.
4.2 Any preliminary work carried out, whether experimentally or otherwise at the Customer’s request, may be charged by the Company to the Customer.
4.3 Unless otherwise agreed, all sketches and origination work carried out by or on behalf of the Company shall, remain the property of the Company.
5. PRINTING AND PROOFS AND MACHINE READABLE CODES
5.1 Proofs of printing and other work may be submitted for the Customer’s approval. The Company accepts no responsibility for any errors in proofs passed by the Customer. Alterations requested by the Customer on and after first approval and proofing, including alterations in the style of construction, will be charged in addition to the agreed charges for the Products.
5.2 The Company shall not be required to print any matter which, in its sole discretion (acting reasonably) it deems to be of an illegal, libellous or offensive nature.
5.3 Where the Products are to be manufactured or printed using machine readable codes or symbols, the Company will print them as specified or approved by the Customer in accordance with generally accepted standards and procedures, including tolerances generally accepted in the trade in relation to printing of this sort. The Customer must satisfy itself that the code or symbols will read correctly on the equipment with which the codes or symbols are to be used.
6. CUSTOMER RESPONSIBLITIES AND INDEMNITY
6.1 The Customer shall be solely responsible for any matter printed on the Products at its request or on its instructions and for any design or construction work in relation to a Product carried out on the instructions or, at the request of, the Customer. This is the case, whether the copy, designs, artwork materials or instructions have been supplied by the Company or by the Customer.
6.2 It is the responsibility of the Customer to ensure that any copy, designs, artwork and/or any materials (“Customer Materials”) provided to the Company for use with the Products do not infringe the rights of any third party and that their use is not libelous or otherwise illegal.
6.3 The Customer agrees to fully indemnify the Company and to keep it indemnified against all claims, losses, costs and expenses (including any reasonable legal costs and expenses) which may be brought against or incurred by the Company as a result of the failure by the Customer to comply with its responsibilities under Conditions 6.1 or 6.2.
7 CUSTOMER PROPERTY
Any Customer Materials supplied to the Company for the Products, shall be held by the Company at the Customer’s risk. The Company will use its reasonable endeavours to secure the best results with any Customer Materials but cannot accept responsibility for imperfect work caused by defects in, or the unsuitability of, materials so supplied.
8 STORAGE CHARGES
The Company may charge the Customer for storage of materials (supplied by the Customer or the Company) and/or finished Products, where a delay in excess of 30 days has been caused by the Customer or the Customer requires storage. The Company also reserve the right to invoice for the value of the Products and materials held from this date.
9.1 Unless otherwise agreed, Products will be delivered to the delivery address set out in the Confirmation of Order and dates quoted for delivery are approximate only and time will not be of the essence. The Company shall not be responsible for any losses or claims arising from late delivery (as a result of events in Condition 15 or otherwise), unless this was agreed with the Customer prior to placement of the Order. Where a Contract provides for a single delivery without a delivery date, Products shall be delivered within fourteen days of their being ready.
9.2 Each delivery shall constitute a separate Contract and any failure or defect in any one delivery shall not affect any Contract for the remaining deliveries of the Products. In the case of Contracts involving more than one delivery, if the Customer fails to make any payment on the due date, the Company may, at its option, treat the Contract as repudiated by the Customer and claim damages accordingly.
9.3 If expedited delivery agreed by the parties necessitates overtime or other additional costs, extra charges will be made to reflect this.
10. QUALITY AND QUALITY CONTROL; QUANTITY VARIATIONS
10.1 If the Customer gives notice to the Company within 7 days of delivery that some or all of the Products do not comply with the provisions of Condition 3 then, provided the Company has had an opportunity to examine the Products in relation to any defects, the Company shall at its option, rectify the defect, replace the defective Products or agree a discount to the price. Where Products are replaced these Conditions shall also apply to any replacement Products.
10.2 All or any part of the Products or services used in the production of the Products may be supplied by an outside contractor not registered under the ISO 9002 quality system. Such goods or services are subject to the Company’s quality control systems and are subject to incoming goods inspection in accordance with ISO 9002 procedures (QP07 3.3).
10.3 A shortage or surplus charged pro rata not exceeding 10% will be considered due execution of any Contract, unless otherwise agreed in writing Lil Packaging Ltd CONDITIONS OF SALE by the parties. Where an Order provides for delivery in instalments for the purposes of this Condition, the instalments shall be aggregated.
11 PRICE AND PAYMENT
11.1 Except as otherwise stated in these Conditions, the price for the Products and any related charges are as set out in the Quotation and confirmed in any Confirmation of Order.
11.2 Quotations are based on the current costs of production and are subject to amendment on or after a Confirmation of Order to reflect any increase of the cost of the Products that is due to:
(a) any factor beyond the Company’s control (including, without limitation, foreign exchange fluctuations, increases in taxes and duties, increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery dates or details of the Products ordered; or
(c) any delay caused by any instructions given by the Customer or a failure of the Customer to supply adequate or accurate information or instructions or to make necessary materials available to the Company.
11.3 No price adjustment gives the Customer a right to cancel an Order that has been confirmed by the Company. The Customer agrees to pay such revised price even if it is more than the price quoted in the Quotation or Order Confirmation.
11.4 VAT will be charged, if applicable, at the rate prevailing on the date of dispatch of the Products, whether or not it was included in the Company’s estimate or Quotation.
11.5 Terms of payment are Net Cash 30 days, subject to satisfactory credit references. Interest may be charged, both before and after judgement, at the rate of 2% per month on all balances which exceed the agreed terms of payment until the date of payment by the Customer.
12. TITLE AND RISK
12.1 Risk of damage to, or loss of, the Products shall pass to the Customer on delivery.
12.2 Notwithstanding delivery and the passing of risk in the Products, title in the Products shall not pass to the Customer until the Company has received payment for them in full.
12.3 Until title in the Products passes to the Customer, it shall hold the Products as the Company’s fiduciary agent and bailee and shall keep the Products in satisfactory condition separate from all other goods of the Customer and third parties, so that they remain readily identifiable as the Company’s property.
12.4 Before title to the Products passes to the Customer, the Customer shall be entitled to resell or use the Products in the ordinary course of its business (but not otherwise) and shall account to the Company for the proceeds of sale of the Products and keep all such proceeds separate from any monies of the Customer and third parties.
12.5 Until title in the Products passes to the Customer (and provided the Products have not been resold), the Company shall be entitled at any time upon the happening of any of the events referred to in Condition 13 to require the Customer to deliver up the Products to the Company and, if the Customer fails to do so forthwith, to enter upon the premises of the Customer or any third party where the Products are stored and repossess the Products.
13. TERMINATION AND SUSPENSION
13.1 Without prejudice to any other right or remedy available to it, the Company shall be entitled to terminate a Contract or suspend any further deliveries under a Contract without liability to the Customer with immediate effect by giving written notice to the Customer, if the Customer:
(a) threatens to suspend payment of its debts or is, or is deemed to be, insolvent or unable to pay its debts as they fall due for payment or admits inability to pay its debts; or
(b) makes any composition or voluntary arrangement with its creditors or (being a company) has an order made, passes a resolution or similar proceedings are taken for its winding-up, administration or dissolution (other than for a solvent amalgamation or reconstruction) or (being an individual or firm) becomes bankrupt; or
(c) has a receiver, administrative receiver or similar officer appointed over, or in respect of, or a creditor or other person takes possession of, any of its property or assets; or
(d) ceases or threatens to cease to carry on business.
13.2 The Company may also terminate or suspend a Contract or deliveries under a Contract if it reasonably believes that any of the foregoing events or any analogous event in any jurisdiction is about to occur and notifies the Customer accordingly.
13.3 Where Condition 13.1 or Condition 13.2 applies, then if Products have been delivered but not paid for, the price for the Products and any other sums outstanding from the Customer to the Company (including any interest) shall immediately become due and payable, notwithstanding any previous agreement or arrangement to the contrary, and the Company may enforce its rights under Condition 12.
13.4 Termination of a Contract, however arising, shall not affect any rights, remedies, obligations and liabilities that the parties have accrued as at the date of termination. Any Condition which expressly or by implication is intended to survive termination of a Contract shall continue in full force and effect.
14 LIMITATION OF LIABILITY
14.1 Nothing in these Conditions shall limit or exclude the Company’s liability for
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or under consumer protection legislation; or
(d) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
14.2 Subject to Condition 14.1, the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, unless otherwise agreed in writing by the Company.
14.3 Subject to Condition 14.1 and 14.2, the Company’s total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the price of the Products.
15. FORCE MAJEURE.
The performance of all Contracts is subject to variation or cancellation by the Company owing to events beyond its reasonable control. The Company shall have no liability for any failure to deliver or late delivery in such circumstances.
16.1 These Conditions assume sales are on a business to business basis. They do not limit or exclude any rights which someone purchasing Products as a consumer may have.
16.2 . If any provision or term is invalid, illegal or unenforceable, the remainder of the Contract or the provision or term shall survive unaffected.
16.3 The Customer shall pay all sums due under any Contract without any deduction, set-off or counterclaim whatsoever.
16.4 The Contract contains the entire agreement between the parties relating to the supply of the Products. The Customer confirms that it has not entered into it on the basis of any representations that are not expressly incorporated in it.
16.5 Any notice given by one party to the other shall be sent to the address of the other party as set out in the Order Confirmation. 16.6 No failure or delay by the Company to exercise any right, power or remedy will operate as a waiver of it.
16.8 The Customer may not assign or transfer its rights or obligations under any Contract without the Company’s prior written consent.
16.9 No variation of the Contract shall be effective unless it is in writing and agreed by the Company.
16.10 A person who is not a party to the Contract shall not have any right to enforce its terms.
16.11 The Contract shall be governed by and subject to the laws of England and Wales and each party hereby irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales.