1 BASIS OF THE SALE
1.1 Packaging Mode (“the Supplier” or “us” or “our”) shall sell and the Customer (“The Customer” or “you”) shall purchase the Work (“Service”, “artwork”, or “product(s)”) in accordance with any confirmed order of the Customer which is accepted by the Supplier or its agents subject to these Terms & Conditions.
1.2 Any estimate given by us is given subject to these terms and conditions and may be withdrawn or varied by us at any time. No order submitted by a Customer shall be deemed to be accepted by the Supplier until we accept your order by communicating to you an order confirmation accepting your order (“Order Confirmation”). By default estimates are valid for 14 days from their date of issue.
1.3 Any advice or recommendation given by the Supplier or its agents to the Customer as to the application or use of the goods which is not confirmed in writing by a company director of the Supplier is followed or acted upon entirely at the Customer’s own risk, and accordingly the Supplier shall not be liable for any such advice or recommendation.
1.4 Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, order confirmation or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
2 CUSTOMER OBLIGATIONS
2.1 The Customer warrants:
2.1.1 the accuracy and suitability of all Customer Material instruction or advice submitted by the Customer or by any third party on behalf of the Customer in relation to the goods at any time;
2.1.2 that it shall at its own expense give the Supplier any necessary Customer Material within a sufficient time to enable the Supplier to perform the Contract in accordance with these terms and conditions and the Order Confirmation;
2.1.3 and It is the Customer’s responsibility to maintain a copy of any original Electronic File provided by the Customer.
2.2 The Customer shall indemnify the Supplier against any loss, costs (including legal fees and VAT thereon), damages, claims, charges and expenses incurred by the Supplier as aresult of:
2.2.1 any breach by the Customer of the warranties set out in clause 2.1;
2.2.2 the inaccuracy of the Customer Material, instructions or advice;
2.2.3 failure to supply the same within a sufficient time to enable the Supplier to perform the
contract to produce the goods in accordance with its terms;
2.2.4 any claim by a third party against the Supplier for an infringement of any intellectual
property rights of any other person which results from the Supplier’s use of the Customer’s
specification or the Customer Material.
2.3 No order which has been accepted by us may be cancelled or varied in any way by the
Customer except with the agreement in writing of the Supplier and on terms and conditions
that the Customer shall indemnify the Supplier in full against all loss (including loss of profit),
costs (including the cost of all labour and materials used) and expenses incurred by the
Supplier as a result of cancellation or variation.
3 PROOFS AND VARIATIONS
3.1 The Supplier shall incur no liability for any errors not corrected by the Customer where
the Customer has been provided with proofs. The Customer’s alterations and additional
proofs necessitated thereby shall be charged extra. Where the Customer specifically waives
any requirement to examine proofs the Supplier is indemnified by the Customer against any
and all errors in the finished Work. Due to differences in equipment, paper, inks and other
conditions between colour proofing and production runs, a reasonable variation in colour
between colour proofs and the completed job will be deemed acceptable.
4 PRICES
4.1 Prices are based on the Supplier’s current costs of production and, unless otherwise
agreed in Writing, are subject to amendment to meet any rise or fall in such costs that have
taken place by the time of delivery. All Work carried out shall be charged. This includes all
Preliminary Work whether or not the Customer agrees to that work being taken forward to
production.
4.2 Currency change: if the Pound sterling rate against Euro has changed more than 1%
during the production time after Order Confirmation, the Supplier will have to amend the
price accordingly.
4.3 Should the Work or its delivery be suspended or delayed by the Customer for any reason
the Supplier shall be entitled to charge for Work already carried out, materials specially
ordered or allocated to the Work and any other additional costs including compensation for
storage of the Customer’s materials or Work and for loss of or wastage of resources that
cannot otherwise be used.
4.4 Unless otherwise agreed in writing between the Supplier and the Customer the contract
price is based on the assumption that the goods will be supplied in one Consignment and to
the Customer’s address as set out in any estimate and accordingly the Supplier may, at its
discretion at any time increase the contract price to take account of any additional costs to
the Supplier (including but not limited to storage and delivery costs) by reason of the supply
of the goods in more than one batch or to a different address.
5 ORDERING
5.1 By submitting your order (signed estimate form or agreed in advance email confirmation)
you are offering to buy the goods and allowing us to use your personal details for the purposes
of supplying goods (including passing your details onto couriers and other subcontractors).
If you discover you have made a mistake with your order you must inform us immediately.
Communication by telephone, verbal instruction, fax or email is legally binding providing that
it is in conformance with these terms and conditions.
6 PAYMENT
6.1 Payments become due straight after order acceptance by the Supplier. The Supplier, at
his absolute discretion, may ask for part or full payment in advance of starting the Work. If
you have a credit account with us, payment is due 14 days after the date of our invoice and we
may charge interest for late payment calculated daily at 8% above Bank of England base rate
both before and after judgment. Invoice date is final (the last) production date.
6.2 Where any sum owed by the Customer to the Supplier under this Contract is overdue or
if at any time the credit standing of the Customer has in the opinion of the Supplier been
impaired for any other reason the Supplier may suspend any work or withhold any deliveries
of goods due to be made under this Contract until arrangements as to payment or credit have
been established which are satisfactory to the Supplier. Any prepayment, advance payment
or part payment made by Customer to the Supplier in advance of delivery is non refundable.
7 DELIVERY
7.1 All deliveries are made using the third party. Packaging Mode will use the subcontractor
to deliver Customers goods. Third party is taking full responsibility for loss in transit, and
the Supplier will make the claim on behalf of the Customer. Packaging Mode cannot take any
responsibility of the delays caused during the transit.
7.2 Any dates quoted for delivery of the goods are approximate only and shall be subject
to the Customer and/or any relevant third parties acting on behalf of the Customer in
accordance with 2.1. clause performing all necessary acts and/or supplying all necessary
Customer Material and facilities in due time to enable the order to be executed and the goods
delivered. The Supplier shall not be liable for any delay in delivery of the goods.
7.3 We aim to dispatch goods within 10 working days, but if a product is not completed within
14 working days we will contact you.
7.4 If the Customer fails to take delivery of the Work (Deemed delivery shall be effected
on the date that the we attempt to effect actual delivery) or fails to give the Supplier
adequate delivery instructions at the time stated for delivery (otherwise than by reason of
the Supplier’s fault) then, without prejudice to any other right or remedy available to the
Supplier, the Supplier may store the Work until actual delivery and charge the Customer for
the reasonable costs (including insurance) of storage.
8 LOSS OR DAMAGE IN TRANSIT
8.1 If the goods have not been received within seven clear days of the delivery date notified
to the customer by the Supplier or if they have been received but appear to be in a damaged
condition or if there are shortages, then the Customer shall immediately, within 48 hours,
give notice to the Supplier of the relevant facts. If such notice is not so given the Supplier
shall not be liable to the customer in respect of any loss or damage suffered by reason of non-
delivery, short-delivery or damage which is apparent upon inspection and the Customer shall
accept liability as if all the goods had been received and shall not claim against the Supplier
in respect of non-delivery or damage in transit.
8.2 If the Contract provides for delivery by instalments, any delay in delivery or non-delivery
of any instalment shall not entitle the Customer to treat the Contract as at an end or to reject
any other instalment.
9 WARRANTIES AND LIABILITY
9.1 In relation to the production of the goods by the Supplier, the Customer hereby agrees
and acknowledges that:
9.2 The finished goods are a mechanical representation of the original or intended design and
will not be an exact match of the relevant Customer Material.
9.3 the Supplier does not guarantee to match any artwork or design (which for the avoidance
of doubt forms part of the Customer Material) whether supplied as an electronic file in any
form or by reproducing finished goods supplied by the Customer to the Supplier from any
source; and any design colours visualised on a computer screen may vary according to the
hardware and software used to design, modify or display the design, and accordingly, the
goods supplied by the Supplier are mechanical representations of such visualisation.
9.4 The Supplier’s goods are manufactured using flexographic, lithographic and cold/hot foil
printing techniques. Supplier will supply work to the quality possible for each of the printing
methods. Customers buy on the understanding that different quality standards will exist
within different printing methods.
9.5 the Supplier cannot attempt to colour match goods with other printed material in the
Customer’s possession to the Customer’s satisfaction unless the Supplier is notified in
advance of artwork approval and manufacture of a colour match expectation, and a hard copy
of the printed image to which the Supplier is requested to match the goods is supplied in
advance of artwork approval and manufacture of a colour match expectation.
9.6 The Supplier shall be under no liability to the Customer for any loss, damage, costs,
expenses or other claims:
(a) in respect of any defect in the goods arising from in any way any instructions, advice,
Customer Material (including but without limitation the quality, type and other details) or
other information supplied by the Customer or by any third party on behalf of the Customer
which is incomplete, inaccurate, illegible, out of date, out of sequence or in the wrong form,
or arising from their non-arrival or any other fault of the Customer;
(b) in respect of any defect arising from wilful damage, negligence, failure to follow the
Supplier’s instructions (whether oral or in Writing), misuse or alteration of the goods without
the Supplier’s approval;
(c) if the total price for the goods has not been paid by the due date for payment.
9.7 In the event of any claims or rejections the Supplier has the right to inspect the Work
within 7 days of the claim or rejection being notified.
9.8 Where Work is defective for any reason, including negligence, the Supplier’s liability (if
any) shall be limited insofar as is permitted by law at the Supplier’s discretion to rectifying
such defect, or crediting its value against any invoice raised in respect of the Work or
replacing the defective Work provided that:
a) To the extent that it is practicable defective Work must be returned to the Supplier before
replacement or rectification or credits can be issued. If the subject Work is not available to
the Supplier the Supplier will hold that the Customer has accepted the Work and no credits,
rectification or replacement Work will be provided; and
b) Where the Supplier offers to replace defective Work the Customer must accept such an
offer unless he can show clear cause for refusing so to do. If the Customer unreasonably opts
to have the work re-done by any third party the Customer automatically revokes his right to
any remedy from the Supplier, including but not exclusively the right to a credit in respect of
Work done by the Supplier.
9.9 Subject to these terms and conditions, and the Unfair Contract Terms Act 1977 all other
warranties, conditions or terms whether made expressly or implied by common law as statute
relating to use, quality and/or fitness for purpose are excluded.
10 RETENTION OF TITLE
10.1 Until the purchase price of the Work or other goods comprised in this or any other
contract between the Supplier and the Customer and all other sums whatsoever which are
or shall become outstanding from the Customer to the Supplier shall have been paid in full:
10.1.1 The property in the Work shall remain vested in the Supplier (notwithstanding the
delivery of the same and the passing of the risk therein);
10.1.2 The Customer shall store the Work in such a way that it can be readily identified as
being the Supplier’s property;
10.1.3 The Customer shall on request inform the Supplier of the precise location of each
item of the Work;
10.1.4 In the event of the Customer’s Insolvency or if the Customer fails to make any payment
to the Supplier on its due date the Supplier shall be entitled by itself its servants or agents
to enter upon any of the Customer’s premises for the purpose of removing and repossessing
any Work in the Customer’s possession and the Supplier shall be entitled to claim from the
Customer the costs and expenses incurred by the Supplier in and ancillary to the process of
such removal and repossession.
11 QUANTITY
11.1 Every endeavour will be made to deliver the correct quantity ordered, but prices are
conditional upon margins of five percent (5%) for work involving one process and ten percent
(10%) for work involving more than one process of Work being allowed for overs or unders the
same to be charged or deducted, unless otherwise agreed in Writing.
12 PRIVACY POLICY
12.1 We are committed to protecting your privacy. We will only use the information that we
collect about you lawfully (in accordance with the Data Protection Act 1998). We collect
information about you for 2 reasons: firstly, to process your order and second, to provide you
with the best possible service.
12.2 We will not provide your contact details to any third party except if required to do so by law.
13 INSOLVENCY/BREACH
13.1 Without prejudice to other remedies, if the Customer becomes subject to Insolvency, the
Supplier shall have the right not to proceed further with any Contract or any other work for
the Customer and shall be entitled to charge for Work already carried out (whether completed
or not) and materials purchased for the Customer, such charge to be an immediate debt due
to him. Any unpaid invoices shall become immediately due for payment.
13.2 Where the Customer is in breach of these Conditions or performs any act of Insolvency
the Supplier reserves the right to approach the Customer’s customer and to offer the Work
directly to them, notwithstanding the fact that this will involve advising the Customer’s
customer that the Customer is in breach or in default.
13.3 Any sums due to the Supplier from the Customer may be set off against sums payable
by the Supplier to the Customer.
13.4 The Supplier shall be entitled to a general lien over all goods and property of the
Customer in its possession and shall be entitled on the expiration of 14 days notice to dispose
of such goods or property in such manner and at such price as it thinks fit and to apply the
resulting sums against any sums owed to it.
14. FORCE MAJEURE
14.1 The Supplier shall not be liable for any failure or delay to carry out the Transaction
for any reason beyond its reasonable control, including (without limitation), act of God,
legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action
taken by employees in contemplation or furtherance of a dispute or owing to any inability to
procure materials required in order to carry out the Work.
15 LAW
15.1 These Conditions and all other express and implied terms of the Contract shall be
governed and construed in accordance with the laws of England and the parties agree to
submit to the jurisdiction of the courts of England and Wales.
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