In these conditions “Supplier” means Amspac Limited. “Buyer” means customer of Amspac Limited and “Conditions” means the paragraphs 2 to 18 below.
(a) No order shall constitute a contract between the Supplier and the Buyer until accepted by the supplier. Unless otherwise expressly agreed in writing by the Supplier any quotation, offer or acceptance of any order by the Supplier shall be subject to these conditions.
(b) In the event of a conflict between these Conditions of Sale and any trading conditions of the borrower these conditions shall prevail despite any stipulation to the contrary in any such trading conditions of the Buyer.
The Supplier reserves the right (which the Buyer accepts) to vary without notice to the Buyer the price of any goods comprised in any acceptance order or contract prior to delivery to the Buyer. All prices quoted or accepted are exclusive of VAT and the contract price shall be such prices plus VAT.
(a) Payment shall be made on the 30th day after invoice date.
(b) Any accounts not paid in accordance with the Conditions contained herein will be subject to an interest charge of 8% over base per annum, payable on demand.
(c) The right is reserved to serve notice on the Buyer making time for payment of the essence and in default of the Buyer complying with such notice, to cancel the contract without prejudice to the right of the Supplier to claim damages and interest as above.
(a) The goods supplied hereunder shall remain the absolute property of the supplier and shall be held by the Buyer in all respects as bailee until payment in full of any amount invoiced or due to the Supplier by the Buyer in any respect. If in breach of this provision any goods supplied are resold before the said payment in full has been made the Supplier shall be entitled to the proceeds thereof without prejudice to its claim for the remainder (if any) of monies due to it.
(b) During any period between delivery to the Buyer and the passing of the property in the goods, the risk of the goods shall be the Buyer’s and as bailee the Buyer shall keep the goods safely stored and separate from its own goods.
(c) If a buyer shall enter liquidation or have a Winding-up Order made against it or have a receiver appointed over its assets, income or any part thereof before the property in the goods has passed in accordance with this Condition the Supplier shall be entitled immediately after giving notice of its own intentions to repossess to enter upon the premises of the Buyer with such transport as may be necessary and to repossess any goods to which it has title hereunder.
(d) No liquidator or receiver of the buyer shall have authority to sell goods to which the Supplier has title without the prior written consent of the Supplier.
6. INSOLVENCY OF BUYER
If the Buyer being a body corporate shall pass a resolution or suffer an Order of the Court to be made for winding-up or if a receiver shall be appointed or if the Buyer being an individual or partnership shall suspend payment, propose or enter into any composition or arrangement with its or their creditors or have a receiving order in bankruptcy made against it or them, then the Supplier shall have the right without prejudice to any other contract with the Buyer not to proceed further with the contract and shall be entitled to charge for work already carried out (whether completed or not) and for the goods and materials already purchased for the buyer such charge to be an immediate debt due from the Buyer.
7. GOODS IN TRANSIT
Despatch shall be for the Buyers account and risk and the Supplier shall not be liable for any delay, loss or damage incurred in transit except any loss or damage caused by the negligence of the Supplier and the Carrier in writing so as to reach them within seven days of delivery and claims for non-delivery within 14 days of despatch of the goods. All other claims must be made to the supplier within seven days of delivery.
(a) In the absence of receipt of adequate forwarding instructions within fourteen days after notification to the Buyer that the goods are ready for despatch the Buyer shall forthwith take delivery at the Supplier’s premises or arrange storage on behalf of the Buyer and all charges for storage. Insurance, transport or demurrage and any incidental expenses (including the Suppliers own charges and expenses) shall be for the account of the Buyer. In such case the goods shall be invoiced on the date of commencement of storage and for the purpose of payment or public liability hereunder the goods shall be deemed to have been delivered.
(b) The Supplier shall be entitled to revise the delivery date if circumstances beyond its control prevent it keeping to the same. The liability of the Supplier for late delivery shall be limited to the Buyers actual loss not exceeding the value of the goods.
(c) The Supplier shall not be liable for damages for non-delivery or late delivery unless a claim in writing is received by the Supplier within seven days of the date of invoice advice note.
(d) The Seller reserves the right to deliver quantities which vary from the quantities ordered by the Buyer by plus or minus ten per cent of this amount ordered and the quantity so delivered shall be accepted by the Buyer in satisfaction of its order and shall be paid for by the Buyer at the contract price.
(e) Carrier Bags carriage. Where the Supplier has to make a delivery under the contract to a specific destination within a specific delivery date the Supplier shall at its absolute discretion be entitled to use Courier Carriage to perform the terms of the contract.
9. INSPECTION AND DEFECTS
The Buyer shall inspect the goods immediately on delivery and shall within seven days of such delivery give notice in writing to the Supplier of any matter or thing by reason where he alleges that the goods are not in accordance with the contract. If the Buyer shall fail to give such notice those goods shall be deemed to be in accordance with the contract and the Buyer shall be deemed to have accepted the goods.
Whilst every endeavour will be made to supply material in accordance with the quality of any samples submitted or quoted for the contract, this contract is not a contract of sale by example.
11. FORCE MAJEURE
The Supplier shall not be held liable for any loss or damage or delay in execution of the contract for frustration of the contact caused by any of the following, namely: –
(a) Strike or lockout of the workman or other labour disputes.
(b) Accidents not caused by the negligence of the Supplier.
(c) Variation of the specification by the manufacturer of the goods subject to the orders.
(d) Force majeure including any act of God or war, invasion, riot or civil commotion.
(e) Act of Parliament or Rule of Order made with the authority of Parliament.
(f) Any other circumstances beyond and outside the control of the Supplier.
And no delay in delivery thereby caused shall entitle the Buyer to cancel any order or refuse delivery.
No employee or agent is authorised to make any representation or warranty or to vary any of these terms and conditions.
13. CONSEQUENTIAL LOSS
No condition or warranty is to be implied as to the merchantable quality of the goods ordered or as to the suitability for any purpose whether known to the Supplier or not and no responsibility can be accepted by the Supplier for any consequential loss arising directly or indirectly out of the goods supplied by it.
The Buyer shall indemnify the Seller against any loss in respect of any demands, claims, costs or expenses whatsoever arising out of any illegal, libellous or other matter printed for the customer or any infringement of copyright, patent or design.
The Supplier reserves the right to vary the gauge and size of materials supplied from the specification ordered by the Buyer as follows:-
(a) Deliver quantities within a ten per cent margin of those specified for which the purchaser shall pay pro rata
(b) Vary the Buyer’s specification as to shade provided that the colour specified by the Buyer shall be delivered.
(c) Vary the Buyer’s specification as to size within a five per cent margin, whether larger or smaller.
(d) i) Vary the Buyer’s specification as to the contents of boxes and packs
ii) There will be a 5% differential permitted in the case of low content boxes or packs i.e. those specified to contain less than 200 items and a 7.5% differential permitted in the case of high content boxes or packs i.e. those specified to contain 200 items or more.
16. ARTWORK AND PRINTING PLATES
(a) The Supplier undertakes to obtain for the sole account of the Buyer any Artwork Origination and alterations together with the Printing Plates and Stereos and subsequent replacements thereof, entirely at the Buyers cost.
(b) The charges for so doing are due and payable at time of order by the Buyer whether the seller performs any further Supplying contract in relation thereto or not.
(c) Any default in suitability for the purpose of these items whether known to the Supplier or not shall not be the responsibility for any consequential loss or damage arising directly or indirectly out of the goods supplied by it.
(d) Special Carriage by express courier (i.e. DPD/DHL) shall be at the Suppliers discretion, where required to expedite performance of the Contract.
(e) All customers artwork is stored free of charge. All screens used for the purposes of printing bags are destroyed immediately after use and if required we reserve the right to levy a new charge for a new screen for repeat orders.
17. SOURCE OF SUPPLY
The Supplier reserves the right within these terms of the Contract to supply goods from any source or country of origin deemed suitable by the Supplier without notification or declaration to the Buyer.
These conditions and the Contract shall be subject to and construed in accordance with English Law.