CONDITIONS OF SALE
These Conditions apply where the Buyer wishes to order the Company's Goods and the Buyer and the Company wish to regulate the sale and purchase of such Goods ("the order"). These Conditions have been brought to the attention of the Buyer.
1. INTERPRETATION AND DEFINITIONS
Precious Packaging Ltd is hereby known as "The Company.” "The Buyer" means the person who purchases Goods from the Company; "Goods" means any goods agreed in the contract to be supplied to the Buyer by the Company (including any part or parts of them).
2. YOUR STATUS
2.1 By placing an order through our site or otherwise, you warrant that:
(a) You are legally capable of entering into binding contracts; and
(b) You are at least 18 years old.
3. APPLICATION OF TERMS
3.1 Subject to any variation under condition 3.2 the supply of Goods will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document) and no terms or conditions endorsed upon, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document will form part of the Conditions.
3.2 These Conditions apply to all the Company's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by the Company. The Buyer hereby acknowledges that no reliance has been placed on any such representations for which provision has not been made expressly in writing.
3.3 Each order for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions and the Buyer hereby acknowledges that prior to any such order he has notice of and such order is made on the basis of these Conditions.
3.4 No order placed by the Buyer shall be accepted or deemed to be accepted by the Company until a written acceptance of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer. For the avoidance of doubt an order confirmation or acknowledgement issued by the Company is not an acceptance of the Buyer's offer but merely confirmation of the contents of such offer and the Company reserves the right to decide whether to accept such offer in accordance with this clause.
3.5 The Buyer must ensure that the contents of its order are complete and accurate.
3.6 The Company reserves the right to treat each order accepted by the Company as a separate contract and the Company reserves the right to deliver the Goods by instalments. Where Goods are delivered by instalments the Company reserves the right to treat each instalment as a separate contract.
"The Marketing Materials" are issued or published for the sole purpose of giving an approximate idea of the Goods described in them and such Marketing Materials do not and will not form part of the contract.
5. CONSUMER RIGHTS
5.1 Returns policies which are incorporated into the Conditions.
5.2 To cancel a contract, you must inform us in writing within the Cancellation Period. You must also return any related Good(s) to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Goods while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation. This returns process applies to plain packaging or wholesale goods purchased through the website.
6. DELIVERY OF PLAIN OR WHOLESALE GOODS
Delivery is on the terms set out in our Delivery Policy and Returns Policy and incorporated Precious Packaging Ltd into these Conditions.
7.1 The Goods will be at your risk from the time of delivery.
7.2 Ownership of the Goods will only pass to you when we receive full payment of all sums due in respect of the Goods, including delivery charges.
8.1 Unless otherwise agreed by the Company in writing the price for the Goods shall be: (a) the price set out in the Company's quotation and/or pricelist published on the date of acceptance by the Company as defined herein; and (b) exclusive of any value added tax which is due for the Goods.
9.1 Payment of the price for the Goods is due in full before production and delivery and failure to make payment on the due date shall without prejudice to the Company's other rights, entitle the Company to refuse delivery and/or cancel any contract between the Buyer and the Company.
For the purposes of this condition only, the due date shall be the date of actual delivery or such date as the Company has communicated Precious Packaging Ltd to the Buyer whether in writing or orally that it has the Goods in stock.
9.2 Time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds.
9.3 All payments payable to the Company under the contract shall become due immediately upon termination of contract despite any other provision.
10. WARRANTY AND LIABILITY
10.1 The Company shall not be liable for any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with any specification expressly agreed in writing by the Company (whether or not delivery is refused by the Buyer) or any other dissatisfaction of the buyer except, and only to the extent set out in the returns policy which is incorporated Precious Packaging Ltd into the Conditions.
The foregoing including the returns policy incorporates Precious Packaging Ltd into these conditions is a complete statement of the Company's warranties regarding the goods and subject to condition 11.2 is in lieu of all other warranties, terms, representations or conditions express or implied (whether under statute, at common law or otherwise) including but not limited to warranties, terms, representations or conditions of merchantability, satisfactory quality and fitness for a particular purpose. Such warranties provide the exclusive remedies for any defect or non-conformity of goods. In no event will the Company be liable for any incidental, consequential, indirect, special or punitive damages (including without limitation, loss of production, loss of or corruption to data, loss of profits or of contracts, loss of revenue, loss of operation time, loss of goodwill or anticipated savings, wasted management or staff time) arising out of the contract (whether for breach of contract, tort, negligence, gross negligence or other form of action) or its termination.
11. LIMITATION OF LIABILITY
11.1 Subject to condition 10 and 6 the following provisions set out the entire liability of the
Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Buyer arising from any breach of these Conditions and any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
11.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted Precious Packaging Ltd by law, excluded from the contract and nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
11.3 These conditions do not include or limit in any way the Company's liability: (a) For death or personal injury caused by the Company's negligence; (b) Under section 2(3) of the Consumer Protection Act 1987; (c) For fraud or fraudulent misrepresentation; or (d) For any matter for which it would be illegal for the Company to exclude, or attempt to exclude, the
THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THE FOLLOWING CONDITIONS
11.4 Subject to condition the Company shall not be liable to the Buyer for any loss of profit, loss of business, loss of goodwill, reputation, anticipated savings or revenues or any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer and the Company's entire aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of a contract shall not exceed the price of the Goods supplied.
11.5 The Buyer acknowledges and agrees that except as expressly provided in this Condition the Company shall not be under any liability of any kind whatsoever and howsoever caused arising directly or indirectly in connection with this agreement.
11.6 The Buyer acknowledges and agrees that the allocation of risk contained in this contract is reflected in the price agreed by the Company and the Buyer.
12.1 Without prejudice to any of its other remedies, the Company may levy cancellation charges of 50% of total order value [excluding VAT], where that order is either cancelled outside of a 7 day period after placing of said order or delivery is refused on an order.
12.3 The Company reserves the right to accept or refuse any order and to cancel any uncompleted contract with the Buyer or to suspend in relation to a delivery under any contract if the Buyer fails to observe or perform any of these Conditions.
The Buyer shall indemnify the Company against all damage or injury to any person firm or Company against all proceedings charges and expenses for which the Company may become liable in respect of the Goods supplied by or on behalf of the Company except to the extent that liability therefore has been expressly admitted in these Conditions.
14.1 All patent, copyright, design, registered or unregistered trademark, confidential information, know-how or industrial or intellectual property rights ("Intellectual Property Rights") in all Goods, in the names and any other logos or trademarks appearing in or on or used in relation to the Goods shall remain vested in the Company and no right to licence or other rights are granted under any contract to the Buyer in respect of any Intellectual Property Rights except the right to resell the Goods in accordance with these Conditions.
14.2 In connection with the promotion, advertisement and marketing of the Goods the Buyer shall only use such advertising, promotional and selling materials and/or activities as are approved in writing by the Company and shall observe all directions and instructions given to it by the Company in relation to the promotion, advertisement and marketing of the Goods.
14.3 The Company reserves the right to defer the date of delivery or to cancel a contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the performance of any of the Company's obligations in relation to the Goods due to circumstances beyond the Company's reasonable control including, without limitation, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, and the Company shall not be liable to the Buyer.
14.4 Each right or remedy of the Company under any contract or these Conditions is without prejudice to any other right or remedy of the Company whether under any contract, these Conditions or not.
14.5 If any provision of a contract or those Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of any contract and the remainder of such provision shall continue in full force and effect.
14.6 Failure or delay by the Company in enforcing or partially enforcing any provision of any contract will not be construed as a waiver of any of its rights under the contract, and no waiver by the Company of any breach by the Buyer of these Conditions and no indulgence granted by the Company to the Buyer or otherwise shall affect the right of the Company in respect thereof or any subsequent breach and any waiver by the Company of any breach of any provision of the contract by the Buyer will not be deemed a waiver of any subsequent breach and will in no way affect the other terms of the contract.
14.7 The Buyer shall not be entitled to assign the contract or any part of it without the prior written consent of the Company. The Company may assign the contract or any part of it to any person, firm or Company. The parties to any contract do not intend that any term of the contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it. The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
15.1 All communications between the parties about a contract must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission and (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; or (in the case of the communications to the
Buyer) to the registered office of the addressee (if it is a Company) or (in any other case) to any address of the Buyer set out in any document which forms part of the contract or such other address as shall be notified to the Company by the Buyer.
15.2 Communications shall be deemed to have been received, if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting), if delivered by hand, on the day of delivery or if sent by facsimile transmission on a working day prior to 4.00 p.m., at the time of transmission and otherwise on the next working day.
16. FRAUD CHECKS
To ensure that your credit, debit or charge card is not being used without your consent, we will validate name, address and other personal information supplied by you during the order process against appropriate third party databases. By accepting these terms and conditions you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. All information provided by you will be treated By Precious Packaging Ltd securely and strictly in accordance with the Data Protection Act 1998.
17.1 If carriage or expedited delivery is arranged by Precious Packaging Ltd on behalf of a customer, we will not be held liable for any delays or costs arising from this action. Any extra overtime or fees required to ensure completion and delivery on time will be covered by the customer.
17.2 Should work be suspended at the request of or delayed through default of the customer once the Order Form, Invoice, Proof or Quotation Form has been issued and signed, Precious Packaging Ltd will be entitled to full payment for work taken place including printing, delivery or any other associated costs.
17.3 Failure to deliver within the time stated, shall not entitle the customer to any claim upon Precious Packaging Ltd by reason of such a failure. Delivery times are approximate and commence from confirmation of all order details. This is due to variables outside our control such as delayed shipping lanes, customs inspections, unexpected machine breakdowns/maintenance necessary to complete the order and road freight delays. Delivery may be up to 28 days after date agreed due to the nature of the supply chain.
17.4 Please note that late payment and/or artwork confirmation may cause a delay in the delivery of your order.
17.5 Delivery of work shall be accepted when rendered and thereupon, or, if earlier, on notification that the work has been completed the ownership shall pass and payment shall become due.
17.6 If goods are delivered in a damaged state the buyer is responsible for refusing acceptance of delivery from the courier or logistics company handling the goods. Goods damaged in transit but signed for by the buyer will be deemed to be fit for purpose and may not be liable for replacement as per the Quality Control Process.
18. PAYMENT TERMS AND TRADE DISCOUNT
18.1 Precious Packaging Ltd reserve the right to insist on full payment as soon as the Order Form, Invoice, Proof or Quotation Sheet has been signed by the customer unless otherwise agreed in the form of signed written consent by Precious Packaging Ltd.
18.2 Payment in full is required when using our internet or telephone service to enable us to process and complete the order.
18.3 When payment terms have been agreed by both parties, unless otherwise agreed in writing, a 50 percent deposit is to be paid before the order is processed. The outstanding balance of 50 percent is to be settled before dispatch of the produced goods.
Please note Precious Packaging Ltd reserve the right to withhold goods or products until payment has been received in full. Should payment not be received on or before this date then customers may forfeit all discounts previously agreed. We reserve the right to charge interest on any late payments under the Late Payment of Commercial Debts (Interest) Act 1998. Late payment may cause a delay in the delivery of the order.
18.4 Payments due from customers that default or delay payment resulting in costs to Precious Packaging Ltd will be liable for these costs:
- Interest charged at 5% per annum above base rate on outstanding debts past date of agreed payment.
- A transaction fee of 3% will be charged on all orders paid by Debit or Credit cards.
Precious Packaging Ltd reserves the right to charge the amount of any taxes including (without limiting the foregoing) VAT, Custom Duties or Royalties which are payable whether or not included on the invoice.
20. PRELIMINARY WORK AND COPY
All work carried out by Precious Packaging Ltd at the customer’s request, whether experimental or otherwise, shall be charged accordingly.
21. ARTWORK PROOFS
Proof work carried out by Precious Packaging Ltd that is submitted for a customer’s approval shall incur no liability for any errors not corrected by the customer.
The customer shall be responsible for obtaining the copyright authority to reproduce all work including pictures, artwork, fonts, colours and photographs. The customer will indemnify Precious Packaging Ltd and associated agents from any claim arising thereof. All artwork originating from Precious Packaging Ltd is owned and copyrighted unless relinquished by signed written consent.
23. COMPANY IMPRINT
All work will carry our company imprint or logo unless by design or by customer’s request.
24. INDUSTRY TOLERANCE
Every effort will be made to deliver the correct quantity, print colour, finish, dimensions & materials ordered but a variance of 10 per cent only may occur. A total discount of 10% will be discounted off the invoice where (one or more of) late delivery occurs, variance on material, dimensions, print or materials, beyond the accepted industry tolerance stated above. Delivery may be completed up to 28 days after date agreed due to the nature of the supply chain stated in 17. DELIVERY.
25. LIABILITY TO THIRD PARTIES
Precious Packaging Ltd and associated agents are not liable for any loss, monetary or otherwise from undertaking and completing any work to third parties on behalf of the customer.
26. CUSTOMER PROPERTY
26.1 The customer submits property in relation to work to be carried out at their own risk. Precious Packaging Ltd is not responsible for loss, fire, theft or any other occurrence and advises property should be insured while in our possession.
Precious Packaging Ltd and associated agents are not liable for any loss, monetary or otherwise from undertaking and completing any work to third parties on behalf of the customer.
28. CUSTOMER’S PROPERTY
The customer submits property in relation to work to be carried out at their own risk. Precious Packaging Ltd is not responsible for loss, fire and theft or any other occurrence and advises property should be insured while in our possession.
If the customer ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or being a company, is deemed to be unable to pay its debts or has a winding up petition issued against it or being in person commits an act of bankruptcy or has a bankruptcy petition against him. Precious Packaging Ltd without prejudice to other work for the customer has the right to refuse to complete it and 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 and (ii) in respect of all unpaid debts due from customer).
30. ILLEGAL MATTER
30.1 Precious Packaging Ltd retain the right to refuse to do or complete work that it has discovered to be illegal in any way and charge for any work (completed or uncompleted) as it sees fit.
30.2 Precious Packaging Ltd shall be indemnified by the customer in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent, design or of any other proprietary or personal rights contained in any work carried out for the customer.
Whilst every effort 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. Variances can occur across different material batches or production runs.
32. CLAIM LIMITATION
Any claim by the customer against Precious Packaging Ltd is limited to the replacement of the goods supplied.
33. CLAIM FOR DAMAGE OR NON-DELIVERY
Claim for damage or non-delivery will not be entertained by Precious Packaging Ltd unless they are notified in writing within 14 days of the expected delivery date and are reported as damaged on the delivery note by the customer.
34. FORCE MAJURE
Precious Packaging Ltd shall be under no liability if he shall be unable to carry out provision of the contract for any reason beyond his control including (without limiting the foregoing) 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 liability to procure materials required for the performance of the contract.
During the continuance of such a contingency, the customer may, by written notice to
Precious Packaging Ltd, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
It is the customer’s own responsibility to ensure that photographs and artwork arrive in a suitable format when submitted with an order otherwise all associated costs and charges are covered by the customer.
36. INTERNET/TELEPHONE SALES
36.1 Next Day delivery does not apply in the event of service interruptions or failures caused by events previously mentioned or beyond Precious Packaging Ltd’s control.
36.2 Payment in full is required when using our internet/telephone service to enable us to process the order.
36.3 The customer can return a purchase of plain or wholesale goods in its original condition within 10 days of dispatch, for a full refund except for associated postage and packaging costs. Please note returns policy does not apply to branded or custom packaging.
36.4 Refunds will be issued with a £35 administration fee applied exclusive of payment transaction fees (18.F). This represents time spent managing the order, authorisation and administration time processing your refund.
36.5 The customer can cancel or amend any plain or wholesale packaging order, provided that the order has not yet entered the dispatch process.
36.6 Precious Packaging Ltd reserves the right to adjust its terms and conditions for internet/telephone service by informing affected customers in writing.
37. ARTWORK PROCESS
37.1 On all custom or branded orders the Company will provide a set of two print proofs which must be checked and approved by the Buyer either via email or through their personal online account (artwork approval section).
37.2 The Buyer must check all aspects of the artwork, including but not limited to, dimensions, scale, colour references, all artwork elements (Logo, Patterns, Images), artwork positioning, spelling, spec table information. As stated in 31. MATERIAL,all orders are subject to a +/- 10% manufacturing tolerance on final products (size, quantity & print colours).
37.3 Pantones are matched to the PMS system. Printed colours cannot be matched to screens or desktop printer representations. Manufacture will take place based on your approved artwork. Changes to artwork can be made during the proofing stage but may incur additional charges to be covered by the Buyer. The Company cannot be held responsible for any errors once artwork has been approved and production has begun.
37.4 All artwork provided by Precious Packaging Ltd is intellectual property of Precious Packaging Ltd until full payment is received for the corresponding order and/or work undertaken.
38. QUALITY ISSUES
38.1 In the event of the finished goods being delivered damaged or not being produced as per agreed artwork proofs (3.7 ARTWORK PROCESS), the buyer must notify the company immediately in writing. Goods accepted and held for a period of 14 days without written correspondence of any issue will be deemed fit for purpose and may not be liable for replacement as per the Quality Control Process.
38.2 As per the Quality Control Process, the buyer must return defected goods for review and inspection. Goods that have failed the quality inspection will be replaced within a reasonable lead time reflective of your original order.