Terms and Conditions
TERMS AND CONDITIONS OF SALE
These terms and conditions (“Conditions”) “the Company” means Century Box & Packaging Limited (co. reg : 3455034)
“the goods” means any item of whatsoever nature of thereof or service which is to be sold or supplied by the Company,
“the Customer” means the person who buys or has agreed to buy the goods whether in writing or verbally.
Acceptance Of Orders
1.1 The Company contracts for the supply of goods
and/or services only subject to these Conditions and all terms and conditions in the Customer’s order or enquiries inconsistent with these Conditions shall be of no effect.
1.2 The Conditions contained herein shall constitute the
entire agreement between the Company and the Customer and any modification to these Conditions will be binding only if it is evidenced in writing signed on behalf of the Company and such evidence contains a specific reference to these Conditions being modified.
13 Unless the Company agrees in writing, the Customer
shall not cancel a contract to which these Conditions apply. In particular the Company shall not be obliged to accept returned goods except as provided for in Clause 8.2.
2. Estimates And Prices
2.1 Unless otherwise stated in writing, the prices
estimated or quoted by the Company are delivered U.K. mainland prices unless stated ex-works and inclusive of basic packaging and insurance charges to the point of delivery but are exclusive of VAT and other applicable taxes, duties or levies of any kind whatsoever, all of which are payable in addition by the Customer_
2.2 Where a Customer has not been given a credit
account with the Company all orders are strictly pro-forma or cash on delivery.
3. Price Variation
3.1 Prices are based on the Company’s costs including
import duties and levies, currency exchange rates and statutory obligations ruling at the date of the Company’s acceptance of the Customer’s order and if before delivery there occurs any increase in such costs to the Company in supplying the Goods the Company shall be entitled at it’s absolute discretion to adjust the price for the Goods by a reasonable amount to take account of such increases and shall inform the Customer accordingly. 3.2 All ‘Stock’ products returned will be subject to a 15% re-stocking charge and a credit note issued.
Payment for the Goods shall be made in accordance with the provisions set out below:-
4.1 All invoices become due for payment no later than
net 30 days (the ‘payment due date’) from the date of invoice. Any variation on the payment due date shall only be acceptable with the written approval of the Company_ The payment due date shall be of the essence of any contract to which these Conditions apply and shall
be on the terms as agreed on placement of the order with and acceptance by the Company.
4.2 Without prejudice to any other rights, failure to pay
the price or part thereof or any other moneys payable by the Customer shall also entitle the Company at the Company’s sole discretion either to refuse to make delivery of any further consignment of any goods agreed to be supplied or to cancel any contract to which these Conditions apply, either in whole or part, by notice in writing to the Customer and without incurring any liability to the Customer for any loss caused by such delay or cancellation.
4.3 If the payment of the price or any part thereof and of
all other sums payable by the Customer is not made on the due
date, the Company shall without prejudice to its other rights hereunder be entitled to charge air addition to any moneys due hereunder interest on the outstanding amount at the rate per annum at 7% above the base lending rate from time to time of Barclays Bank Plc, such interest to accrue daily both before and after any judgement and to be compounded monthly until payment is made.
5. Transfer Of Property
5.1 Until such time as payment in full has been made by
the Customer by all Goods the subject of a contract to which these Conditions apply and all other goods supplied to the Customer by the Company, title in all such Goods shall remain vested in the Company notwithstanding delivery.
5.2 If any payment is overdue in whole or in part, the
Company may (without prejudice to any of its other rights) recover and resell any Goods in which the Company retains title and may enter upon the Customer’s premises or such other premises where they are or where they are reasonably thought to be stored for the purpose of repossessing the same.
5.3 Until such times as the Customer becomes the legal
and beneficial owner of the Goods, the Customer will retain the Goods in a fiduciary capacity on behalf of the Company and will store them separately from its own goods or those of any other person and in a manner that makes them readily identifiable as the Company’s goods. The Customer will not sell, dispose of or otherwise part possession with any Goods in which the Company has retained title except by way of a sale in the ordinary course of the Customer’s business.
5.4 The Company may maintain an action for the price
of the Goods sold notwithstanding the property in them may not have passed to the Customer.
6.1 Delivery shall take place when the Goods are
delivered to the Customer’s premises unless otherwise provided for by prior written agreement between the Company and the Customer_
6.2 Time of the delivery shall not be of the essence and
orders will be delivered as soon as reasonably practicable. The Company will inform the Customer as soon as the Goods are ready for collection. The Customer shall accept delivery of the Goods at the time and point of delivery in accordance with these Conditions and the Customer shall reimburse the Company for any costs or expenses (including any re-delivery and storage costs) incurred by the Company as a result of the Customer failing to accept delivery of failing to provide the Company with such documentation as it shall be reasonably require in order to effect delivery.
6.3 Where delivery of the Goods is made in instalments,
each instalment shall be construed as constituting a separate contract to which all the provisions of these Conditions shall (with any necessary alterations) apply.
6.4 The Customer must inspect the Goods on delivery
and inform the Company within 3 days of any Goods which are delivered in a damaged state or of any shortfall in any delivery. Deviations in quantity of Goods delivered from those stated in any contracts to which these Conditions apply shall not give rise to a right to reject on the part of the Customer and the Customer shall have no right to claim for damages for breach of contract but the Customer will only be obliged to pay at the contract rate for the quantity of the Goods delivered.
7. Risk And Insurance
7.1 Subject as hereunder provided the Goods are at the
Customer’s sole risk from the occurrence of the first point in time of any of the following events (as applicable):-
(a) the physical delivery of the Goods to the Customer’s place of business or to the agreed destination by the Company;
(b) the physical delivery of the Goods to the Customer’s carrier or to an independent carrier for the purpose of transmission to the Customer or his nominee.
7.2 The Company will be under no obligation to effect
insurance of the Goods once risk has passed to the Customer.
7.3 Whilst the Goods are in the possession of the
Customer and before property in the Goods has passed to the Customer, the Customer shall keep the Goods properly insured and maintained in the same Condition as that in which they were delivered and shall make good any damage or deterioration.
8.1 The Company warrants that the Goods shall be of a
reasonable merchantable quality and of reasonable fitness for their intended purpose at the time of delivery.
8.2 The sole liability of the Company in respect of any
defect in or failure of any goods or services supplied or for any shortage in quantity of Goods delivered or for any loss, injury or damage attributable, directly or indirectly, thereto (other than in respect of death or personal injury resulting from the negligence of the Company or its servants or agents) is limited to:-
(a) making good by replacement or re-performance of the services; or (at the option of the Company)
(b) repairing any such defects or failures.
In addition the Company must be reasonably satisfied that such defects or failure arose solely from the faulty design of the Goods, defective materials used or workmanship. Provided, however, that no liability shall attach to the Company unless it is notified in writing within 3 days of the alleged defect, failure or shortage. If the alleged defect proves genuine, the Company shall arrange collection of the Goods at the Company’s own expense.
8.3 The Company shall be under no liability in respect of the Goods and no allowance shall be made for any repairs or alterations made other than those using the correct components designed and supplied by the Company.
8.4 The Customer shall not be entitled to rely on any oral statement or representations made by the Company or by the Company’s employees, agents or servants and the Customer acknowledges that it will only rely on written data and specifications supplied by the Company.
8.5 Except as provided in sub-paragraphs 1 and 2 above, all representations, guarantees, undertakings, conditions or warranties, expressed or implied, statutory or otherwise in relating to the Goods are hereby expressly excluded.
8.6 The Company shall not be liable:-
(a)for any indirect or consequential loss (including without limitation loss of
production, loss of profit or liability to their parties) suffered or incurred by the Customer or others; or
(b)for any loss or damage in excess of the contract price for the Goods or services or
part thereof in respect of which a claim is made;
(c) for any malfunction or non-function of any Goods to the extent that this is caused by incorrect installation or maintenance strictly in accordance with the Company’s instructions.
8.7 The Customer shall accept on the placing of any
order that in keeping with the industry standard
(b) there is observed a plus/minus tolerance
of up to 3mm in product dimension; and
(b) whilst the company shall endeavour to deliver ordered amounts, there may be a plus/minus of up to 10% of ordered quantity.
9. Force Majeure
If the Company is prevented from fulfilling any order within a reasonable time by reason of any cause beyond its reasonable immediate control the Company shall be under no liability to the Customer and shall be entitled at its option (to be notified in writing to the Customer) either to cancel any contract to which these Conditions apply or to extend the time or times for delivery.
10. Default & Customer Insolvency
If there is any default or breach of any of the Customer’s obligations hereunder or in any payments due under any contract of sale to which these Conditions apply or if any distress, execution or other legal process is levied upon the Customer’s property or if the Customer shall make or offer to make any arrangement or composition with creditors or commit any act of bankruptcy or if in any petition to wind it up or to appoint an administrator shall be passed or presented or a receiver manager or administrative receiver of all or any of its assets shall be appointed , then (without prejudice to other remedies) in any such case the Company may determine such contract or cancel any outstanding delivery or stop any products in transit and notwithstanding any other provisions, payment in respect of any delivery already made shall be immediately duel.
Termination of any contract to which these Conditions apply for whatever cause shall not affect the rights or remedies of either party in respect of any antecedent breach or in respect of any sum of money owing or to become owing by the other.
The Customer may not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit thereof to any person whatsoever.
13. Intellectual Property
13.1 The Customer shall ensure that any trade marks or
other words or marks affixed to or used in relation to the Goods and any patent or patent pending indications are not obliterated , obscured or omitted without the Company’s prior written consent.
Any contract to which these Conditions apply shall be governed by and construed in accordance with the laws of England.
The headings shall not affect the meaning or interpretation of these Conditions.
16. Consumer Sales
Nothing in these Conditions shall affect the statutory rights of any person dealing with the Company as a consumer.