1. GENERAL
(i) In these conditions “the Seller” means Prima Pack Ltd. and “the Buyer” means the
Buyer whose name and address is specified in the order, and “the Contract” means
an offer or an order followed by an acceptance thereof by the Seller.
(ii) Every sale and the acceptance of every order by the Seller is subject to these
conditions. All other terms, conditions, warranties and representations, whether
implied by statute common law or usage or expressed by the Buyer or by the
Seller are hereby excluded and extinguished with the exception of conditions
expressly accepted by a Director or other duly authorised officer of the Seller in
writing.
2. PRICES
(i) Prices shall be those quoted by the Seller but they may be subject to revision by
the Seller with or without notice at any time until the risk in the goods passes to
the Buyer.
(ii) Prices quoted are valid for 14 days unless otherwise stated.
(iii) Prices confirmed by order acknowledgement may only be changed by mutual
consent of the Buyer and Seller. Prices confirmed in error may be changed
without notice by the Seller.
(iv) All prices quoted or accepted are exclusive of Value Added Tax, and shall be
charged additionally where appropriate.
3. TERMS
(i) Net cash by the end of the month following the month of delivery. If payment is
not made by the due date interest at the rate of 2 per cent per month will be
charged on the total amount outstanding from the date of the invoice until payment
is received.
(ii) In the case of a contract involving more than one delivery, if default is made
in payment on the due date for any one delivery, the Seller shall, without prejudice
to any other rights that it may have, be entitled at its option either to withhold
delivery of the goods or part thereof or treat the contract as repudiated by the
Buyer and to claim damages accordingly.
4. DELIVERY
(i) Subject to clause 4(ii) below unless a date for delivery is specified the goods shall
be despatched as soon as ready.
(ii) In the case of a contract involving more than one delivery unless the contract
provides otherwise the whole of such deliveries shall be accepted by the Buyer
within six months from the date of the first delivery.
(iii) If the Buyer fails to accept any delivery the price for that delivery shall be
immediately invoiced and the costs involved charged to the Buyer’s account. The
goods which have not been accepted will be held by the Seller at the Buyer’s risk
and expense.
(iv) Subject to clauses 3(ii) and 4(ii) above each delivery shall constitute a
separate contract and any failure or defect in any one delivery shall not affect the
contract as to the remaining deliveries.
(v) The Seller shall have the option of revising the delivery date or dates prior to the
manufacture if circumstances beyond the Seller’s control prevent the Seller from
keeping to the originally agreed date or dates.
(vi) Unless specifically stated in the contract, sales are not consignment sales.
Rejection of goods ordered will incur a return charge of haulage cost plus handling
fee, of £50 per pallet or 10% of the order value, whichever is the lesser.
5. LIABILITY OF THE SELLER
The liability of the Seller under the contract shall in no circumstances exceed the
purchase price of the goods in question. The Seller shall not be liable for any loss or
damage howsoever caused whether consequential or otherwise.
131293120. QUANTITY VARIATIONS
In the case of goods specifically manufactured (or printed) for the Buyer a shortage or
surplus, charged pro rata:
Orders up to 4,999 units 20%
Orders between 5,000 and 249,999 units 10%
Orders above 250,000 units 5%
131313664. ARTWORKS, ETC.
All artworks and origination work remain the property of the Seller unless paid for by
the Buyer.
131313712. PROOFS
In the case of printed product alterations from the original copy on and after the first
proof, including alterations in style, will be charged extra in addition to the cost of
origination that may have been quoted to the Buyer. No responsibility will be
accepted by the Seller for any errors in proofs that have been approved by the Buyer.
131313760. PASSING OF OWNERSHIP
(i) The property in and the ownership of the goods shall be and remain with the Seller
until the Buyer has made payment in full for the goods.
(ii) The Buyer agrees that prior to the payment of the whole price of the goods
the Seller may at any time enter onto the Buyer’s premises and remove the goods
and that prior to such payment the Buyer shall keep the goods separate and
identifiable.
(iii) If notwithstanding that the property in and ownership of the goods has not
passed to the Buyer, the Buyer shall sell the goods in such manner as to pass to a
third party a valid title to the goods, the Buyer shall hold the proceeds of such sale
in trust for the Seller. The Seller shall also have the right to trace the proceedsthereof.
The Buyer shall not be deemed to be an agent of the Seller for the
purposes of any such sub-sale.
(iv) If any of the goods are incorporated in or used as material for other goods
(“Other Goods”) before payment is made to the Seller the property in and the
ownership of the whole of the Other Goods shall be and remain with the Seller
until such payment has been made, or the Other Goods should have been sold as
aforesaid in accordance with clause 9(iii) above, and all the Seller’s rights
hereunder shall extend to those Other Goods.
(v) Notwithstanding that the property in and the ownership of the goods shall not pass
to the Buyer save as provided above, the goods shall be at the risk of the Buyer
from the time of collection by or delivery to him of the goods.
6. CLAIMS
(i) Notice of any claim arising out of or in connection with this contract must be
given in writing to the Seller within 7 working days from the date when the goods
are collected or delivered, failing which all claims shall be deemed to be waived
and absolutely barred.
(ii) The Seller shall be under no liability for shortage or damage in transit or for
deviation misdelivery or detention unless the Seller and the carrier are advised
thereof in writing within 3 days and a claim is made on the Seller and the carrier in
writing within 7 days after the termination of transit being the date upon which the
delivery of goods to the buyer is effected.
(iii) The return of the goods after delivery to the Buyer will not be accepted unless
the Seller or its representative shall first have had the opportunity of examining
them.
7. BUYER’S PROPERTY
Every care will be taken by the Seller to secure the best results when materials are
supplied by the Buyer but no responsibility will be accepted for imperfect work
caused by defects in or unsuitability of the material supplied.
131313808. MATERIAL
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.
131313856. SET OFF
The Seller may apply all or part of any sum owing by the Seller to the Buyer in
relation to any matter whatsoever in or towards payment of any sum owing to the
Seller under this contract. For this purpose reference to “the Seller” or “the Buyer”
includes any company which is for purposes of the Companies Act 1985 a holding
company or a subsidiary of a holding company of the Seller or Buyer respectively.
131313904. FORCE MAJUERE
If the Seller is restricted hindered delayed or prevented from carrying out its
obligations hereunder by any circumstances beyond the Seller’s control then the
Seller shall not be liable to the Buyer for any loss or damage whether direct or
indirect which may thereby be suffered by the Buyer. Furthermore the Seller shall be
at liberty to terminate or suspend any contract governed by these conditions without
bearing any liability for damage resulting to the Buyer.