1. SELLER’S CONDITIONS OF SALE APPLY

(a) These are the Terms and Conditions of sale which apply to and govern all sales made by Bonds Packaging Limited, registered in England and Wales – company number 10375628 and VAT number is 264521315 hereinafter known as “The Seller” to any person, company or firm who purchases goods (hereinafter known as “The Buyer”).

(b) A Contract will be formed between the Seller and the Buyer in accordance with paragraph 2.

(c) By entering into a Contract for the purchase of goods from the Seller, the Buyer accepts and agrees to be bound by these Terms and Conditions. These Terms and Conditions shall apply as the complete and exclusive terms of each Contract to the exclusion of any other terms which are implied by trade, custom and practice or course of dealing, and no variation from the Buyer contained in any documents from the Buyer including but not exclusively any letter, receipt acknowledgement, or other form shall be effective unless expressly agreed by the Seller in writing.

(d) These Terms and Conditions, and any Contract formed between the Seller and the Buyer, are only in the English language.

2. FORMATION OF CONTRACT

(a) All quotations and tenders are not to be considered as an offer by the Seller, and the Seller shall not be bound to sell, until the Seller has communicated acceptance to the Buyer of the Buyer’s order in accordance with this paragraph 2.

(b) A contract shall only come into existence when the Seller communicates written acceptance to the Buyer of the Buyer’s order or otherwise performs any act consistent with fulfilling the order.

(c) Any quotation given by the Seller shall not constitute an offer for sale or a representation that those goods are available for sale and shall only be valid for a period of 30 days from its date of issue.

3. PRICES

(a) All prices quoted are calculated from costs available at the date of quotation and are exclusive of VAT.

(b) All prices quoted are inclusive of delivery charges.

(c) The Seller reserves the right to increase the quoted price if:

(i) there is an increase in any costs payable by the Seller between the date of quotation and dispatch of the goods beyond the reasonable control of the Seller including (without limitation) foreign exchange fluctuations, increases in taxes and duties.

ii) there is a delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

(d) On printed orders the price confirmed is exclusive of artwork and printing which may be charged separately.

4. DELIVERY

(a) Unless otherwise and previously agreed in writing between the Seller and Buyer, acceptance by the Buyer of goods which have been ordered shall occur upon delivery to the Buyer.

(b) If the Buyer fails to take delivery at the time specified in the Contract the Seller shall be entitled without prejudice to any other rights it may have to either treat the Contract as at an end and resell the goods and/or invoice the Buyer for the goods at which point payment in full shall immediately become due and payable.

(c) Any date of delivery given by the Seller to the Buyer shall be an estimated date only and while the Seller will endeavour to comply with any such date, the Seller shall not be responsible for late delivery and time of delivery shall not be a condition of the Contract

(d) Without prejudice to the generality of the foregoing, the Seller shall not be liable for late delivery or failure to deliver through any cause which is beyond the reasonable control of the Seller.

5. STOCK AGREEMENTS

At the Seller’s option, the Seller may enter into a continuity of supply/stock holding agreement (‘Call Off’ Agreement) with the Buyer and any additional terms and conditions contained in such Call Off Agreement shall be incorporated into the Contract. In the event of any inconsistency between these Terms and Conditions and any Call Off Agreement, these Terms and Conditions shall prevail to the extent of any inconsistency.

6. RISK AND TITLE

(a) All goods are at the Buyer’s risk from the time that delivery takes place at the location stipulated in the Contract.

(b) Goods shall remain the sole and absolute property of the Seller as legal and equitable owner of the goods until payment for the goods due under the Contract and payment of all other sums due to the Seller from the Buyer have been received in full by the Seller.

(c) Where payment is made by cheque the Seller shall be treated as not having received payment until that cheque has been honoured and the amount credited to the bank account of the Seller.

(d) Until the property in the goods passes to the Buyer, in accordance with paragraph 6(b), the Buyer shall:

(i) store separately and mark the goods so that they are readily identifiable as the property of the Seller;

(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the goods;

(iii) maintain the goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

(e) The Seller shall be entitled to serve notice on the Buyer indicating its intention to retake possession of the Seller’s goods if the Buyer is in breach of the payment terms under the Contract or if the Seller reasonably considers that its property is in jeopardy or the Buyer becomes (or the Seller reasonably believes the Buyer is about to become) subject to any of the events listed in paragraph 11(iii). On receipt of such notice from the Seller, the goods shall be immediately delivered to the Seller, and/or the Seller and its employees shall have the right (without trespass) to enter upon any land, building or vehicles of the Buyer to take possession of the goods.

(f) On termination of the Contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this paragraph 6 shall remain in effect.

7. BUYER’S WARRANTY

(a) The Buyers warrants that it is purchasing the goods from the Seller as a business and not as a consumer.

(b) For the avoidance of doubt, the Seller reserves the right to reject any order received from a consumer.

(c) For the purposes of this paragraph 7, ‘consumer’ shall mean a natural person who is acting for purposes which are wholly or mainly outside such person’s trade, business, craft or profession.

8. LIMITATION OF SELLER’S LIABILITY

(a) Subject to paragraph 17, in any case where it is established to the satisfaction of the Seller that there has been a short delivery, or a failure to deliver the goods to their destination or that the goods have been damaged (whether wholly or in part) prior to delivery, the Seller will (at its option) replace or repair the goods, or refund the price of the goods provided that:-

(i) any complaint by the Buyer of short delivery of or damage to the goods must be notified in writing to the Seller immediately upon delivery of the goods;

(ii) any complaint by the Buyer of failure to deliver must be notified within 5 days of the receipt by the Buyer of the invoice or advice of dispatch whichever is the earlier date.

(b) Except in the case of any goods (or part of the goods) which are manufactured by a third party and where the provisions of paragraph 8(e) shall apply, the Seller warrants that any goods supplied will at the time of delivery:

(i) be of satisfactory quality; and

(ii) correspond in all material respects with the description of the goods in the Contract. The Buyer acknowledges and agrees that due to technology changes and/or improvements to manufacturing processes, less product weight and/or thickness will be required to attain the same performance standards of the goods. Accordingly, any reference to weight and/or thickness of the goods set out in the Contract is indicative only and the Seller shall not be deemed to be in breach of this clause if the weight and/or thickness of goods supplied does not correspond exactly with that stated in the Contract provided that the goods achieve the same overall performance standard.

(c) If the goods fail to comply with the warranty set out in paragraph 8(b), provided the Buyer has paid for the goods in full, the Seller shall:

(i) replace the goods without further charge; or

(ii) accept the return of the goods and credit the Buyer with the price of the goods, or

(iii) make the Buyer an allowance, being the difference between the value of the goods at the time of the complaint by the Buyer and the invoice price provided that any complaint by the Buyer shall have been notified in writing to the Seller immediately upon delivery.

(d) The Seller shall not be liable for the goods failure to comply with the warranty set out in paragraph 8(b) if:

(i) the defect arises because the Buyer failed to follow the Seller’s verbal or written instructions as to the storage, use and maintenance of the goods or (if there are none) good trade practice regarding the same;

(ii) the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;

(iii) the Buyer alters or repairs the goods without the written consent of the Seller;

(iv) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(v) the goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

(e) Where the goods are required for a purpose – other than the normal or usual purpose for which such goods are commonly supplied – then no condition or warranty or fitness for the purpose of goods shall be implied unless the Buyer has made known to the Seller in writing the exact purpose for which the goods are intended to be used, and the Seller has expressly acknowledged in writing to the Buyer prior to the date the Contract is formed, that the goods are suitable for same.

(f) Except as set out in the Contract, any other implied term, condition or warranty, statutory or otherwise, as to the quality of the goods sold or their fitness for any particular purpose or as to their correspondence with any description or sample is excluded to the fullest extent permitted by law.

(g) The Seller shall not be bound by any statement, warranty or representation given by or made on its behalf unless specifically stated in writing and expressly signed stating it is to be incorporated in the Contract and the Buyer expressly acknowledges and agrees that it has not relied on any statement, warranty or representation which is not incorporated in the Contract.

(h) The Seller’s total liability in respect of all other losses, indirect or consequential, arising under or in connection with the Contract, whether in the contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the value of the goods.

9. TIME OF PAYMENT

(a) Unless otherwise agreed in writing by the Seller, where the Buyer has an existing and valid credit account with the Seller, all invoices shall be paid in full by the Buyer within 30 days of the invoice date.

(b) Where the Buyer does not have an existing and/or valid credit account with the Seller, all invoices shall be paid by the Buyer at the point the Contract is formed in accordance with paragraph 2.

(c) Time of payment shall be of the essence of the Contract. If the Buyer is in default the Seller may:

(i) suspend further deliveries of any goods under the Contract, or any other contracts with the Buyer; and/or

(ii) charge interest at the rate 6% per annum over the base rate published by Clydesdale Bank on any overdue account from the day following that on which payment was due until payment by way of cleared funds has been received in full.

(d) The Buyer shall pay all amounts in full without any setoff, counterclaim, deduction or withholding (except for any deduction or withholding required by law).

(e) The Seller shall have the right to charge the Buyer for any and all reasonable legal costs incurred by the Seller arising out of or in connection with the Seller recovering its debts from, or otherwise enforcing its rights against, the Buyer. Nothing in this paragraph 9a shall prejudice any statutory right that the Seller may have to charge interest on such debts owing.

10. RIGHT OF TERMINATION

(a) The Seller shall have the option (without prejudice to any of its other rights against the Buyer) by notice in writing to the Buyer to terminate any Contract between the Seller and the Buyer or to suspend delivery in the following events: –

(i) if any sum owing by the Buyer to the Seller is overdue whether for the same or any other Contract; and/or

(ii) if the Buyer is in breach of any term of the same or any other Contract with the Seller; and/or

(iii) if the Buyer enters into any composition or arrangement with or for the benefit of its creditors; has a receiving order in bankruptcy made against him/her; or (if a corporate body) goes into liquidation either voluntary or compulsory or under supervision; or has a receiver appointed over all or any of its assets or if the Buyer threatens to cease trading.

(b) The Buyer shall have no right to cancel an order or terminate the Contract whilst goods are on ‘Call Off’ except where the Seller has given its consent in writing.

11. WAIVER

No failure or delay by the Seller 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.

12. FORCE MAJEURE

The Seller shall not be liable for failure to perform the Contract whether wholly or in part if the failure is caused wholly or partly by any circumstances outside the control of the Seller.

13. CONTACT WITH DELICATE SUBSTANCES

Where the goods supplied consist of containers, wrappers or other articles intended for use in connection with any food or substance of a volatile, delicate or fragile nature, the Buyer shall satisfy themselves that such food or other substance is not going to be or is not likely to be affected by any material used in the printing of, or manufacturing of, such wrappers, containers or other articles. The Seller shall not be liable to the Buyer in respect of any claim alleging that such food or other substance has been adversely affected and the Buyer shall indemnify and keep indemnified the Seller from and against all liability by third parties in respect of any claim that any such food or other substance has been adversely affected and caused the third party loss, damage or expense.

14. INTELLECTUAL PROPERTY

The Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Buyer’s designs, plans or specifications. This paragraph 14 shall apply after termination of the Contract.

15. SIZE OF MATERIALS AND DESCRIPTIVE MATTER

(a) Unless specific warranties in writing are provided by the Seller, all sizes referred to on any price lists, estimates or brochures are approximate only.

(b) Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures or reproduced on the Seller’s website are produced for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the Contract or have any contractual force.

16. QUANTITY

The Seller cannot guarantee exact quantities in respect of any goods supplied and shall be deemed to have fulfilled its obligation under the Contract by delivery or manufacture of a quantity plus or minus ten percent of the quantity specified in the Contract and the Buyer shall pay the contract rate for the actual quantity delivered.

17. PRINT ORIGINATION WORK

Designs originated by the Seller remain the Seller’s intellectual property unless expressly assigned to the Buyer in writing by the Seller.

18. PROOF READING

No responsibility or liability shall be accepted by the Seller for any errors in proof approved by the Buyer.

19. ALTERATION

Where the goods consist of printed items alterations from the original copy, on or after the first proof is approved by the Buyer, may be subject to an additional charge.

20. DISPUTE RESOLUTION PROCEDURE

(a) If a dispute arises out of or in connection with the Contract or the performance, validity or enforceability of it (Dispute) then:

(i) either party shall give to the other party written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, representatives of each party with authority to settle the Dispute shall attempt in good faith to resolve the Dispute;

(ii) if the representatives of each party are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to the directors (or equivalent) of each party who shall attempt in good faith to resolve it; and

(iii) if the directors (or equivalent) of each party are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 30 days after the date of the ADR notice.

(b) Notwithstanding clause 20(a), the Seller shall at any time at its sole option have the right to refer any Dispute to any court with competent jurisdiction, which courts shall have exclusive jurisdiction in relation to the Dispute, in accordance with clause 21.

21. LAW

The Contract is governed by, and is to be construed in accordance with, English Law and the Seller and the Buyer irrevocably submit to the exclusive jurisdiction of the English Courts.

22. THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 is expressly excluded from the Contract.

23. MISCELLANEOUS

(a) The Buyer may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the Seller’s prior written consent.

(b) Notices shall be deemed to have been duly given if sent by pre-paid first class post, fax or email (confirmed by pre-paid first class post) or personal delivery. Notices given by post shall be deemed to have been given 2 business days after dispatch and notices given by fax, email or personal delivery on the date of transmission or delivery.

(c) If any provision or part of any 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 of any 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.