Robins Paper Bag Co Ltd
CONDITIONS OF SALE
The following Conditions of Sale will govern this transaction except as otherwise specifically agreed in writing by the Purchaser and the Seller.
(In these Conditions the expression “contract” means an offer or an order followed by an acceptance thereof whether by conduct or otherwise)
1. FORMATION OF CONTRACT
- The contract between the Seller and the Purchaser comprises the ‘Sales Order Acknowledgement’ (the ‘Order’) and these Terms & Conditions. Any other terms proposed by the Purchaser are excluded unless otherwise specifically agreed in writing by the Purchaser and the Seller.
2. PRICE & PAYMENT
- The price and payment terms are set out in the Order. If payment terms are not set out in the Order, payment is due on placement of the Order.
- Where the date for delivery of goods is more than three months from the date of order, the Seller reserves the right to review the price as required based on variable raw material prices and any other variable costs relating to the order. Where a new price is applicable this will be agreed upon between both parties in writing prior to the dispatch of goods. Where an agreement cannot be reached, both parties will have the option to rescind the contract giving the other 7 days written notice, the Purchaser will remain liable for any costs already incurred including, but not limited to, originations and tooling equipment and for any goods or services already provided.
- The Seller reserves the right to charge interest on any overdue payment in accordance with the Late Payment of Commercial Debts (Interest) Act.
- All prices quoted are exclusive of VAT unless otherwise stated and this shall be charged at the current rate and payable by the Purchaser in addition.
3. VARIATIONS & TOLERANCE
- If the Purchaser wishes to change anything in the Order, the request must be made in writing. The Seller will inform the Purchaser whether it is able to agree to the change and, if so, what the impact will be on the price and delivery date. Changes to the Order will not be enacted until the Purchaser confirms, in writing, agreement to variations in the price and/or delivery date, where applicable.
- A request to reduce the quantity of products ordered will not result in a price reduction unless otherwise agreed in writing by the Seller.
- Final quantities of goods made to order, including bespoke and printed products, can vary by 10% above or below the original Order quantity and will be charged accordingly, unless otherwise stated in a quotation or the Order.
- Final thickness (gauge) and density (gsm) of material can vary by 10% above or below that specified in the Order.
- Final measurements of goods can vary by 10% above or below that specified in the Order.
4. ORIGINATION & PROOFS
- In the case of printed goods alterations from the original copy on and after the first proof, including alterations in style, will be charged extra. No responsibility will be accepted for any errors in proofs which have been passed by the Purchaser.
- All artwork, origination and proofs remain the property of the Seller unless paid for by the Purchaser.
- Unless otherwise stated within the Order or a quotation, average ink coverage is defined as 30% coverage.
- Originations stored by the Seller are held at the Purchasers risk. The Seller reserves the right to dispose of any artwork, printing blocks and any other originations if no orders are placed within the preceding three years.
5. INTELLECTUAL PROPERTY
- All designs and intellectual property rights in products are and will remain the sole property of the Seller. Under no circumstances will the Purchaser copy or make use of any of the Seller’s designs and other intellectual property rights.
- The Purchaser warrants that the use of any trademark, design or copyright material supplied by the Purchaser, or utilised at the Purchasers request, will not be an infringement of the intellectual property rights of any third party. The Purchaser will indemnify the Seller against any claims arising from such usage.
6. DELIVERY & GOODS HELD IN STOCK
- All delivery dates quoted by the Seller are given in good faith but are not guaranteed and the Seller will not be liable to the Purchaser for any delay in delivery. The time of delivery is not of the essence.
- The cost of delivery is included in the price on the Order or quotation unless otherwise stated. Delivery shall be made on economy/standard class service unless otherwise agreed in writing by the Seller and Purchaser.
- Delivery is made to one UK mainland address. Out of network and split deliveries are only accepted by agreement in writing by the Seller and Purchaser and may incur extra charges.
- Stock held by the Seller on behalf of the Purchaser is held at the Purchasers own risk and obligations for insuring the goods remain with the Purchaser. Goods will only be held by agreement in writing between the Seller and Purchaser. Any goods not collected or for which adequate delivery instructions are not given will be held for seven days after the agreed delivery/collection date. After this date the Seller may charge a reasonable amount for storage, calculated by the seller, until the goods can be delivered/collected. The Seller reserves the right to dispose of goods after 30 days where the Purchaser is unable or unwilling to collect or accept delivery of goods.
7. OWNERSHIP & RISK
- The risk of loss or damage to the goods passes to the Purchaser upon delivery or 7 days after the Seller has notified the Purchaser that the Products are ready for collection/delivery.
- Ownership of the goods will remain with the Seller until payment in full of all amounts due from the Purchaser have been received by the Seller.
8. WARRANTY & LIABILITY
- The Seller will exercise reasonable skill and care in the manufacture or preparation of goods (where applicable).
- The Purchaser agrees to notify the Seller in writing of any defects in goods within 14 days of delivery of goods. In default of this notification, the Purchaser shall be deemed to have accepted the goods.
- Where the Seller agrees that a defect exists, after reviewing samples and/or photos or other evidence of the defect, the Seller will collect or request returned delivery of the goods. When the Seller accepts that the defect is due to faulty workmanship or materials the Seller will have the option either to repair or replace the defective goods. The warranty given above will not apply to defects which are due to:
- fair wear and tear.
- accidental damage or misuse of the goods.
- failure by the Purchaser to adhere to the Seller’s recommendations.
- The Sellers total liability to the Purchaser in respect of all or any losses arising under or in connection with the contract shall in no circumstances exceed the contract price of the goods.
9. FORCE MAJEURE
- The Seller will not have any liability to the Purchaser if prevented from performing the Contract on account of force majeure which includes, but is not limited to, an act of God, severe weather conditions, war, terrorism, strikes, pandemics or difficulty in obtaining materials and labour or any cause whatsoever outside of the Sellers control. In any of these circumstances, the Seller reserves the right to cancel or delay the Order.
10. PURCHASER DEFAULT
- If the Purchaser:
- commits a breach of contract, or
- fails to make a payment on the due date, or
- becomes insolvent or has a receiver or liquidator appointed then, in any such case, the Seller shall be entitled to cancel the contract and repossess any goods for which payment has not been received in full.
LAW & DISPUTES
- The contract between Seller and Purchaser is governed by English law.
- Any dispute which cannot be settled amicably will be referred to mediation at the request of either party. CEDR (the Centre for Effective Dispute Resolution) will arrange the mediation. Any dispute that is not settled will be resolved in the English courts.