Terms and conditions

Spiral Packs (London) Limited Terms and Conditions of Sale

1.  GENERAL

All quotations are made and all orders are accepted subject to the following conditions, which will form part of and govern the Contract of Sale. Spiral Packs (London) Ltd. is referred to as ‘the Company’, the expression ‘the Buyer’ includes any person, firm or corporation entering into a purchase contract with the Company, ‘the goods’ means the subject matter of the order, and ‘the order’ or ‘the contract’ means the contract placed by the Buyer with the Company for the supply of goods. Unless otherwise agreed in writing by the Company, these conditions shall override any terms or conditions stipulated, incorporated or referred to by the Buyer in its order or negotiations.

2.  BUYER’S RESPONSIBILITIES

  1. The Buyer’s attention is drawn to the Company’s general statement on the use of the Company’s products, as required by the Health and Safety at Work etc., act 1974. Where the goods consist of containers, wrappers or other articles intended for use in connection with any food, drug or other substance, the Buyer shall satisfy itself that such food, articles or other substance is not or is not likely to be adversely affected by any material used by the Company in the manufacture or printing of such containers, wrappers or other articles and the Company shall not be liable to the buyer or any third party in respect of any claim alleging that such food, drug, or other substance has been adversely affected.
  2. The choice and suitability of the Company’s products for use with any particular commodity is the Buyers responsibility and unless specifically stated and represented in writing by the Company, no warranty or condition is given or shall be implied that the goods are suitable in size, shape, thickness, capacity, quality or otherwise for any particular purpose. The Buyer shall be deemed to have carried out its own tests to ensure the goods’ suitability and where the goods are required for use with any commodity, the Buyer shall satisfy itself affected by that commodity.

3.  PRICES AND V.A.T.

The prices stated overleaf are subject to change and the actual prices to be paid shall be those ruling at the date of despatch. In the event of a ruling by H.M. Customs & Excise Commissioners or the Inland Revenue, that goods forming part of this contract after the contract has been entered into, or after the goods have been delivered, are subject to V.A.T. at a rate differing from that charged, the Company reserves the right to charge the Buyer with the additional V.A.T. and the Buyer shall be liable to pay such additional V.A.T. to the Company within 7 days of written notification.

4.  CARRIAGE

Prices are quoted ‘carriage paid’ unless otherwise specified and where the Company is instructed by the Buyer to send the goods by passenger train, parcel post, airfreight or other special transport, any increase in such costs, compared to the Company’s usual mode of delivery, will be charged to the Buyer’s account.

5.  QUOTATIONS AND TOLERANCES

All quotations are made and orders accepted subject to availability of raw materials, and subject also to normal manufacturing tolerances as to width, length, thickness, descriptions, print registration and colour.

6.  QUANTITIES

The Company cannot guarantee exact quantities, and the Company shall be deemed to have fulfilled the order by delivery of a quantity of plus or minus 10% of the quantity ordered and the Buyer shall pay at contract rate for the actual quantities delivered.

7.  TRADE DESCRIPTIONS

Reference is made to the Trade Descriptions Act 1968 in that all descriptions on quotation forms, advice notes and contents labels regarding quantities, sizes and gauges are nominal.

8.  INSTRUCTIONS OF BUYER

Any particulars or instructions to be supplied by the Buyer before the Company can proceed with or complete a contract, must be furnished with a reasonable time to enable the Company to complete and deliver the goods by the agreed date.

9.  PRINTED GOODS

Where the Company is producing goods which are specifically printed, embossed or colour matched, the Company will not accept liability or responsibility for any errors in proofs or samples which have been passed by the Buyer and any direct costs incurred by the Company in the preparation of all special tools, sketches, printing blocks etc. shall be charged extra.

10.  DIVISIBILITY

This contract is divisible. Each delivery made hereunder:

  1. shall be deemed to arise from a separate contract, and
  2. shall be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein without reference to and not withstanding any defect or default in the delivery of any other instalment.

11.  DELAYED DELIVERY

Goods will be delivered as soon as they are ready and time shall not be deemed the essence of the contract so far as concerns delivery of the goods, and, apart from protracted and unreasonable delay on the part of the Company, the Company shall not, by reason of agreeing to deliver by a specific date, be deemed to have waived the benefit of this condition.  The Company does not accept liability or responsibility for any loss or damage, whether direct or delayed delivery for any cause, unless a genuine pre-estimate of such loss has been made and agreed by the parties in writing. The Company shall not in any circumstances be liable for delays caused beyond its control, whether caused by Nature, accident or third parties and in these circumstances the Company expressly reserves the right to cancel or suspend the whole or any part of the order. However, the failure of the Buyer to collect the goods or accept delivery thereof (depending upon the terms of the contract) within a month of completion of the order shall entitle the Company to charge the Buyer all additional costs there incurred including all reasonable costs for storage and transport, as from the date of completion of the order.

12.  INSTALMENTS

Where the contract calls for delivery by instalments, each instalment shall be deemed to be the subject or a separate contract and non-delivery or delay in delivery of any instalment shall not affect the balance of the contract, or entitle the Buyer to cancel such balance. When delivery is by instalments, all goods must be taken by the Buyer within six months of the date of acceptance of the order, unless specific delivery dates have been agreed in writing.

13.  NON-DELIVERY AND COMPLAINTS

No responsibility will be accepted in respect of non-delivery of goods unless the Buyer so notifies the Company and the carrier within 14 days of despatch. Damage or shortage must be noted on the carrier’s delivery sheets and notification sent to the Company and the carrier within 10 days of delivery. No claim of any kind will accepted unless the claim is received by the Company in writing within 14 days of the date of invoice. Other matters relating to complaints, disputes and liability are dealt with below.

14.  FURTHER PROCESSING

The Buyer is advised to examine the goods between delivery and further manufacture or processing, as the Company accepts no claim or liability for material that has been cut, printed or otherwise fabricated or processed.

15.  RISK

Unless a contract otherwise provides, the risk in the goods shall pass to the Buyer at the point of delivery referred to in the contract, and unless the Buyer shall have given notice to the Company or the carrier as provided above, the goods shall be deemed to have been fully delivered to the Buyer and the risk in such goods transferred to the Buyer.

RETENTION OF TITLE

16.  RESERVATION OF OWNERSHIP

  1. Notwithstanding delivery the property in the goods shall not pass to the Buyer until the Buyer has paid in full the price of the goods. Conditions of Sale
  2. Furthermore the property in the goods shall not pass to the Buyer unless and until the full price of any other delivered goods the subject of any other business transaction between the Buyer and the Company has been paid. Such price and the price of the goods shall hereinafter together be called ‘the value’ and shall where the context so permits include in addition thereto any costs of repossession incurred pursuant to Paragraph (iv) of Clause (c) hereof.
  3. Until the value has been received by the Company the Buyer will hold the goods as baillee on behalf of the Company and the Buyer hereby acknowledges that there shall accordingly subsist a fiduciary relationship in respect of the goods between the Buyer and the Company. Subject thereto :
    1. The Buyer will store the goods on its premises separately from its own goods or those of any other person in such a way that can be readily identified as the goods of the Company.
    2. Until payment as aforesaid the Buyer will take all necessary measures for the protection of the goods including the insurance thereof against all usual risks with an insurance company approved by the Company or the full replacement value of the goods. The Buyer will procure that the interest of the Company is noted upon any policy of insurance effected pursuant hereto and that a copy of the same is supplied to the Company in the creation thereof ;
    3. The Buyer is authorised by the Company to agree to sell on the goods at a price which shall nevertheless be no less than the purchase price of the goods hereunder subject to the express condition that the entire proceeds thereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money. The Buyer shall keep records (to be produced to the Company whenever required) of the name and address of any such sub-purchaser and the date and contract price of each delivery and shall if the Company so requires in writing assign such claims as the Buyer has against such sub-purchasers as emanate from this transaction.
    4. The Company may at any time if payment is overdue in whole or in part without prejudice to any other right rising pursuant to or consequent upon this Agreement, for the purpose of recovery of the goods, enter upon any premises where the goods are stored or where they are reasonably thought to be stored and may repossess the same. All costs and expenses reasonably incurred by the Company in connection with such recovery shall be paid by the Buyer.
    5. It is declared for the avoidance of doubt without prejudice to the generality of the foregoing that the Company may recover the goods and payment shall become due if:
      1. The Buyer does or fails to do anything which would entitle an Administrator, or an Administrative receiver to take possession of any of its assets or which would entitle any person to present a petition to wind up the Buyer; and/or :
      2. The Buyer passes any resolution to wind itself up or publishes a notice convening a meeting of its creditors pursuant to section 98 of the insolvency act 1986 or any statutory modification or replacement thereof; and/or :
      3. The Buyer if an individual has a Bankruptcy Order made against it or enters into any arrangement for the benefit of his creditors generally.
        1. The Buyer may admix the goods with any other property not belonging to the Company. However, if the goods the property of the Company are admixed with goods the property of the Buyer or are processed with or incorporated therein the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Company. If the goods the property of the Company are admixed with goods the property of any person other than the Buyer or reprocessed with or incorporated therein the product thereof shall become and shall be deemed to be owned in common with that other person.
        2. The provisions of paragraph (iii) of Clause (c) shall apply mutatis mutandis to the proceeds of sale of any product referred to in paragraph (i) of this Clause.
      5. Each of the preceding Clauses and sub-paragraphs shall be construed and shall take effect separately and in the event of one or more such Clauses or sub-paragraphs being held ineffective this shall not affect the validity of the remaining Clauses or sub-paragraphs.

17.  DEFAULTS IN PAYMENT

If the Buyer defaults in making any payment when due:

  1. The Company reserves the right by written notice to the Buyer to cancel this and/or any other contract between the Buyer and the Company until payment in full shall have been made. Such rights shall be without prejudice to any of the Company’s other rights arising out of such default in payment on the part of the Buyer.
  2. The Company shall be entitled at its sole discretion to charge the Buyer interest at 3% per annum above the base rate of Barclays Bank Limited, subsisting during the period of such default calculated from the date of the original invoice until payment.
  3. The Company may, without prejudice to any other rights, enter upon the Buyer’s premises for the purpose of taking back goods in which the property has not passed to the Buyer under the terms hereof and the Buyer hereby grants to the Company and its employees, agents and sub-contractors all requisite rights and license for such purpose.

18.  COMPLAINTS, DISPUTES AND LIABILITY OF THE COMPANY

  1. The Buyer shall notify the Company at the earliest possible time regarding any complaint whatsoever concerning the goods delivered, whether in whole or in part, and whether or not part of any order to be delivered by instalments. The complaint shall be accompanied by the control label attached to the goods in question and shall specify precisely the nature of any damage, defect or non compliance with the order, or the samples supplied by the Company. The Buyer shall preserve the goods intact at its premises for not less than 28 days from notification, so as to enable the Company or its agents to attend at the Buyer’s premises to investigate the complaint. The Buyer appreciates that either a failure to make such notification within a reasonable period or the processing or other dealing with the goods inconsistent with rejection, shall in either case constitute the Buyer’s acceptance of the goods.
  2. The Buyer shall be bound to pay the price of the goods in accordance with the stipulated terms of payment irrespective of any complaint made or contemplated in respect thereof and no right to set-off shall thereby arise as between the Buyer and the Company.
  3. In the event of a justified claim against the Company, the Company shall either replace the faulty goods as soon as possible or at the Company’s option refund any monies paid therefore by the Buyer, and in no case shall the liability of the Company be greater than the invoice value of the goods unless a genuine pre-estimate of any direct and consequential loss shall have been agreed in writing and forms part of the contract between the parties.

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