Packaging Terms & Conditions
1. Definitions in these conditions:-
1.1 The ‘Company’ means Protective Solutions (UK) Limited.
1.2 The ‘Purchaser’ means the other party to a contract.
1.3 ‘Contract means any Contract between the Company and the Purchaser for the supply of goods.
1.4 ‘Goods’ means the subject matter of a Contract.
2. General
2.1 Conditions Prevailing
Contracts, quotations and orders are entered into, made or accepted subject to the Company’s Conditions of Contract as herein printed. The
Company’s Conditions of Contract shall not be deemed to have been altered, modified or varied save as mutually agreed by both the Company
and the Purchaser in writing. If these Conditions differ in any respect from those of any offer made or order placed by the Purchaser this
document does not constitute an acceptance of such offer or order by a counter offer. The giving by the Company of any delivery instructions for
the Goods or any part thereof, or the acceptance by the Purchaser of delivery of the Goods or any part thereof, or any other conduct of the
Purchaser in confirmation of any transaction shall constitute an unqualified acceptance by the Purchaser of these conditions.
2.2 Headings
The headings of the clauses in these Conditions shall be disregarded when interpreting the clauses.
3. Quotations
Subject and without prejudice to clause 2 hereof quotations are issued by the Company on the basis that they are subject to amendment from
time to time.
A quotation is not an offer (and may be withdrawn without notice) and an order given in respect of a quotation is not binding on the company until
accepted by it in writing.
4. Prices
All quotations, estimates and prices issued by the Company are unless otherwise stated, based on current cost of production (materials, hours
and wages) and are subject to amendment on or after acceptance to meet any recognised rise or fall in such cost (such amendment to be at the
complete and exclusive discretion of the Company). Prices quoted are based on the stated delivery requirements and any variation to this
requirement may result in an adjustment to the price.
5. Government Taxes or Levies
Any variation to prices quoted as a result of Government taxes and levies will be for the Purchasers account.
6.1 Quantities
The quantity of the Goods actually delivered may vary from the quantities specified in the Contract and a variation of not more than plus or minus
ten percent from such quantities shall not constitute a failure to perform a Contract. In the event of there being any surplus or shortage the invoice
sum will be adjusted accordingly. Any statement in the contract as to the quantity of Goods delivered shall not have effect so as to vary the
preceding provisions of this clause.
6.2 Dimensions will be subject to normal industry tolerances of plus or minus five millimeters.
6.3 If the material specified by the Purchaser is not available at the time of manufacture then material of a similar strength may be substituted without
reference to the Purchaser.
6.4 Any materials supplied by the Company to the Purchaser will be in accordance with the Company’s list of specifications.
6.5 Unless otherwise agreed in writing by both parties, manufacture and delivery is to be in one lot.
6.6 The total liability of the Company in respect of all breaches of Contract in relation to the Goods shall not exceed the invoice price of the goods.
6.7 The Purchaser shall not be entitled by reason of any claim against the Company to withhold payment of the price of the Goods or to claim any
right of set-off against any payment due to the Company under a Contract.
6.8 All conditions, warranties, terms, undertakings and obligations implied by statute common law custom trade usage or otherwise (except those
implied by Section 12 of the Sale of Goods Act 1979, but including, without prejudice to the generality of the foregoing, any implied conditions
warranty or undertaking as to correspondence of the Goods with the Contract description given) and warranties of merchantable quality or fitness
for any particular purpose are hereby wholly excluded.
7.1 Time of Delivery
The Company shall deliver the Goods to the place stated in the Contract or if reasonable notice shall be given to any other place reasonably
specified by the Purchaser and the goods should be treated as delivered when they are delivered to that place. The question whether or not the
said notice or specification is reasonable shall be subjectively decided by the Company.
7.2 Delay in Delivery
Delivery commitments are entered into in good faith, but the Company shall not be liable for delay in delivery unless the time of delivery is stated
to be guaranteed when its sole liability shall be for any damages specified in the Contract.
7.3 Off-Loading
It is the Purchaser’s responsibility to ensure that adequate facilities exist for off-loading and warehousing of the Goods. In the event of lack of such
facilities causing unnecessary delay to a vehicle, the Company reserves the right to charge demurrage or additional delivery charge at their
absolute discretion.
8.1 Claims
Any claims for loss damage or non-delivery must be lodged with the Company within fourteen days of the earlier of either the receipt of the Goods
or receipt of the Invoice. No such claim will be considered by the Company unless the signature of the Purchaser on the delivery note is
appropriately qualified.
8.2 Third Party Carrier Complaints
If any such complaint relates to the delivery of Goods by a third party carrier, then the complaint must be lodged within the time limit set by that
carrier.
8.3 Complaints Re: Quality
In the event of a complaint about the quality of the Goods, the Company has the option of refunding the purchase consideration or replacing the
Goods free of charge. In the latter event the purchaser shall permit the Company to retake possession of the Goods originally delivered and the
Company shall deliver the replacement Goods within a reasonable time. The replacement Goods shall be accepted by the Purchaser in
substitution for its rights in respect of the Goods replaced. In no circumstances will the Company have any liability for any incidental or
consequential loss or damage whatsoever.
9. Pallets
All pallets remain the Company’s property and must be returned in good condition free of charge.
10.1 Payment Due Date
Save as set out in paragraph 10.2 below the Purchaser shall pay for each instalment of Goods delivered to him within thirty days of the end of the
month in which delivery is made and as though each instalment was delivered under a separate Contract. In the event that any invoice becomes
overdue then all invoices become due for payment.
10.2 Overdue Payments
In the event that the Company stores Goods (here meaning goods which form a part or the whole of the subject matter of a contract) at the
request of the Purchaser the Company shall be at liberty to render an invoice in respect of those Goods at any time in which case the Purchaser
will pay for the Goods the subject of such invoice within seven days from and including the date of the invoice.
11.1 Passing of Property and Risk
The Purchaser acknowledges that before entering into a Contract for the purchase of any Goods from the Company he has expressly represented
and warranted that he is not insolvent and is not bankrupt, or being a Company with limited or unlimited liability, knows of no circumstances which
would entitle any debenture holder or secured creditor to appoint a receiver or administrative receiver, to petition for winding-up of the Company or
exercise any other rights over or against the Company’s assets
11.2 Goods shall be at the risk of the Purchaser as soon as they are delivered by the Company to his vehicles or his premises or otherwise to his
order. The Purchaser must keep the Goods insured against all usual perils including specifically theft, fire, malicious damage, riot and civil
commotion until such time as property in the Goods passes to the Purchaser.
11.3 Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Purchaser shall have paid
to the Company the agreed price.
11.4 The Purchaser acknowledges that he is in possession of any Goods solely as bailee for the Company until such time as the full price thereof is
paid to the Company.
11.5 Until such time as the Purchaser becomes the owner of the Goods, he will store them on his premises separately from his own goods or those of
any other person and in a manner which makes them readily identifiable as the Goods or the Company.
11.6 The Purchaser’s right to possession of the Goods shall cease if he, not being a company, becomes bankrupt or if he, being a company, does
anything or fails to do anything which would entitle a receiver or administrative receiver to take possession of any assets or which would entitle
any person to present a petition for winding-up or in either case enters into an arrangement or composition for the benefit of its creditors or suffers
any distress or execution to be levied on its goods. The Company may for the purpose of recovery of its Goods enter upon any premises or
vehicles where they are stored or where they are reasonably thought to be stored and may repossess the same.
11.7 Subject to the terms hereof, the Purchaser is licensed by the Company to process the Goods in such a fashion as he may wish and/or incorporate
them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever
containing any part of the Goods shall be separately stored and marked so as to be identifiable as being made from or with the Goods the
property of the Company.
11.8 If Goods the property of the Company are admixed with Goods the property of the Purchaser 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 Goods the property of the
Company are admixed with Goods the property of any person other than the Purchaser or are processed with or incorporated therein, the product
thereof shall become or shall be deemed to be owned in common with that other person.
11.9 The Purchaser shall be at liberty to agree to sell on any product produced from or with the Company’s Goods on the express condition that such
an Agreement to sell shall take place as agents and bailees for the Company whether the intending Buyer sells on his own account or not and the
entire proceeds thereof are held in trust for the Company and are not mingled with any other monies and shall at all times be identifiable as the
Company's Monies.
11.10 If the Purchaser has not received the proceeds of any such sale he will, if called upon to do so by the Company, within seven days thereof assign
to the Company all rights against the person or persons to whom he has supplied any product or chattel made from or with the Company’s Goods.
12. Force Majeure
The Company shall have no liability for delay in performance or non-performance of the Contract directly caused by fire, impact, explosion,
adverse weather conditions or ground movement, labour trouble or shortage, hostilities, civil disturbance, act of any Government, inability to
obtain energy or suitable components, material, equipment or transportation, services, act of God or any matter arising from causes beyond the
control of the Company.
13. Notices
Notices under a Contract shall be served personally or by pre-paid recorded delivery post at the address of the party specified in the Contract. A
posted notice shall be deemed to have arrived thirty-six hours after it was posted. Whenever the last day of giving notice falls on a weekend or a
bank holiday the time for giving such notice shall be extended to the next working day.
14. Cancellations
Cancellation of orders in whole or in part cannot be accepted without the Company’s consent in writing and will be accepted, if at all, on the basis
that the Purchaser indemnifies the Company in respect of all losses, costs and expenses incurred by the Company up to the date upon which the
Company accepts the Purchaser’s notice of application.
15. Agreement Between Parties
15.1 Entire Agreement
These conditions constitute the entire and only agreement between the Company and the Purchaser in respect of the supply of Goods and any
representation, affirmation of fact, promise or condition in connection therewith, or custom or usage of the trade not incorporated herein shall not
be binding on either party. In particular no drawing, catalogue, advertisement or brochure supplied to the Purchaser and no statement or
description made by the Company’s agents or employees shall be deemed to form part of the Contract.
15.2 Variation of terms
No waiver. Alteration or modification of these Conditions shall be valid unless in writing and signed by a Director of the Company.
16. Agency
Unless previously disclosed to the Company the Purchaser will be deemed to be acting as principal and not as agent.
17. Conditions Applied to Subsequent Contracts
The Conditions contained herein shall apply to any and every course of dealing between the Company and the Purchaser unless varied in
accordance with the Conditions hereof.
18. Waiver
No waiver, temporary relaxation or breach of these Conditions shall be deemed to be a modification thereof and the Purchaser shall not be
entitled to rely on any such waiver or relaxation as evidence of permanent modification of the terms hereof.
19. Law and Arbitration
These Conditions and any Contract shall be governed by and construed in accordance with English Law.