Terms & Conditions

DEFINITIONS

The following definitions and rules of interpretation in this condition apply in these conditions:

“Customer” shall mean the company, firm or person buying or offering to buy Goods from the Company.

“Company” means Rigid Containers Limited (Company No. 00290827) with a registered office at Stoke Albany Road, Desborough, Kettering, Northamptonshire, NN14 2SR.

“Contract” any contract between the Company and the Customer for the sale and purchase of Goods, incorporating these conditions.

“Goods” any goods or services agreed in the Contract to be supplied to the Customer by the Company (including any part or parts of them).

“Intellectual Property Rights” all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

APPLICATIONS AND CONDITIONS

2.1  All Goods supplied by the Company are supplied on the terms and conditions specified herein and no variations of these terms and conditions shall be binding on either party unless expressly agreed in writing between a director of the Company and the Customer. The Company’s terms and conditions exclude any other terms and conditions which the Customer may seek to impose, whether or not the Customer’s conditions are contained in any offer, acceptance or counter offer made by the Customer.

2.2  The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in these conditions shall exclude or limit the Company’s liability for fraud.

2.3  Each order or acceptance of quotation for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to buy Goods subject to these Conditions.

2.4  No order placed by the Customer shall be deemed to have been accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Customer.

2.5  The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.

 

QUOTATIONS

3.1 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Customer. Any quotation is valid for a period of 30 days only (unless otherwise specified by the Company in writing) from its date, provided that the Company has not previously withdrawn it.

 

ACCURACY OF DESCRIPTION OF GOODS

4.1 All descriptions, specifications, drawings and particulars of weights and dimensions submitted by the Company or otherwise contained in the Company’s published matter are approximate only and none of these shall form part of any contract or give rise to any independent or collateral liability upon the Company being intended merely to present a general idea of the Goods as described therein. Any Contract shall not comprise a sale by sample.

4.2  The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.

 

PRICE

5.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's applicable quotation.

5.2  The price for the Goods shall be exclusive of VAT (Value Added Tax) applicable.

5.3  For Goods supplied “delivered”, all costs or charges in relation to packaging, loading, unloading, carriage and insurance shall be borne by the Company. For Goods supplied “ex-works”, any incurred costs of packaging, loading, unloading, carriage and insurance shall be charged to the Customer, with VAT, and shall be paid in addition when it is due to pay for the Goods.

5.4  The Company shall be entitled to adjust the price of the Goods at any time between the date of acknowledgement of order, and the date of delivery of the Goods, to take account of any increase in costs incurred by the Company in instances where the delivery address is changed, where delivery is expedited or where the quantity ordered by the Customer is less than the quantity specified in the Company’s quotation.

 

 

6.

DELIVERY

6.1

 

Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Customers’ place of business.

 

 6.2

The Company shall be entitled to make delivery by instalments and to invoice separately for each instalment. Where delivery is made by instalments each instalment shall be construed as the subject of a separate agreement to which all the provisions of these conditions shall (with any necessary alterations) apply. No cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.

 

 6.3

 Where the Company has agreed to deferred deliveries, the Customer shall accept such deferred deliveries within one month from date of the intended delivery date unless otherwise agreed in writing. If the customer fails to take delivery within such period, the risk shall pass to the Customer and the balance remaining undelivered together with storage costs shall be invoiced to the Customer and payment shall become immediately due.

 

 6.4

If Goods are supplied “ex-works”, the Goods must be collected within seven working days of the Company notifying the Customer that the Goods are ready. If the Goods are not collected within this period the Company shall be entitled to invoice the Customer for the Goods and either to deliver or store the Goods and to charge for delivery and/or storage of the Goods, the Goods being held at the Customer’s risk.

 

 6.5

Where Goods are supplied “delivered”, the Customer shall provide at its expense adequate and appropriate equipment and manual labour for unloading the Goods.

 

 6.6

Deviation in quantity of the Goods delivered/collected from those stated in the Contract shall not give the Customer the right to repudiate the Contract nor to reject the Goods (save insofar as the quantity varies by more than 10% from the quantity ordered and such variation is notified in writing to the Company within seven working days from the date of delivery and in any event before the Goods have been used by the Customer) or to claim damages for breach of contract and the Customer shall be obliged to accept and pay at the Contract rate for the quantity delivered/collected.

 

 6.7

The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

 

 6.8

Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within areasonable time or issuing a credit note at the pro-rata Contract rate against any invoice raised for such Goods.

 

 

 

 

7.

 

PAYMENT

7.1

 

 

Unless otherwise agreed in writing by the Company, the invoice value of the Goods will be due and payable on or before the final day of the month following the month in which delivery takes place. All payments shall be made in pounds sterling.

 

 7.2

Time for payment shall be of the essence and the Company shall be entitled to charge interest on all overdue accounts at 6% above the minimum lending rate of Barclays Bank plc pro-rata daily from the date of invoice until actual payment. The Company reserves its right to charge interest on all overdue accounts under the Late Payments of Commercial Debts (Interests) Act 1998.

 

 7.3

The Company reserves the right on acceptance of an order or any time thereafter to demand security forpayment whether or not any part of the order has been delivered. The form of security is to be at the discretion of the Company. The Company shall be entitled to treat the Contract as repudiated if the Customer makes any default in payment or, being a Company, is wound up or has a receiver/administrator appointed or, being an individual, becomes bankrupt or insolvent or enters into any arrangement, with his creditors.

 

 7.4

No payment shall be deemed to have been received until the Company has received cleared funds.

 

 7.5 

All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.

 

 7.6

The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid to the Company by the Customer.

 

RISK AND PROPERTY

8.1  Risk in the Goods shall be passed to the Customer when the Goods are delivered or collected by the Customer or its agents.

8.2  Notwithstanding that risk in the Goods shall have passed to the Customer, title in the Goods shall not pass to the Customer until the Customer has paid the Company for the Goods in full in cleared funds and all other Goods agreed to be sold by the Company to the Customer for which payment is due.

8.3  Until title to the Goods passes to the Customer, the Customer shall keep the Goods in good and substantial condition, properly insured and as the Company’s fiduciary agent and bailee. The Goods shall be sorted in such a way as to be clearly identifiable as belonging to the Company and may only be resold on normal trade terms.

8.4  The Company shall at any time be entitled to appropriate any payment made by the Customer in respect of any Goods in settlement of such invoices as the Company shall in its absolute discretion think fit notwithstanding any purported appropriation by the Customer.

8.5  Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence), the Company may at any time require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

8.6  The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all moneies owing by the Customer to the Company shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

8.7  The Customer undertakes to observe all reasonable measures that the Company may require for the protection of its proprietary rights in the Goods. In the event of garnishment, suspension of payment or bankruptcy, the Customer must immediately notify the bailiff carrying out the garnishment, the trustee in bankruptcy or the receiver of the Company’s proprietary rights.

 

INSPECTION/SHORTAGES

9.1  The Customer shall inspect the Goods on delivery or on collection as the case may be and shall be deemed to have done so in a manner to be expected of a reasonably skilled and experienced customer regardless of whether or not the Customer did actually inspect the Goods.

9.2  In all cases where the Customer complains of defects or shortages, the Company shall without prejudice to the question of liability be under no liability in any event if it has not been given an opportunity to inspect the Goods before they have been used by the Customer.

 

MANUFACTURE

10.1 The Goods ordered will be manufactured to the specification in the Company’s acknowledgement of order and subject to tolerances considered acceptable in the experience of the Company. The Company may substitute alternative equivalent or higher strength materials at its absolute discretion.

10.2  Specified weights may not equate to actual weights and the Company reserves the right to supply materials and/or Goods of a different weight (whether lighter or heavier) so long as the performance of the materials and/or Goods shall not be materially reduced.

10.3  Die cutting formes or other tooling costs specifically required to complete the Customers order will be charged to the Customer in accordance with agreed contractual arrangements.

 

ARTWORK AND PRINTING

11.1  When art work origination printing stereos and press formes are supplied by the Company, a contribution, to be absolutely determined by the Company towards the initial origination costs, will be charged to the Customer.

11.2  Intellectual Property Rights and all other proprietary interest whatsoever in or over all sketches, plans, drawings, models, proofs, blanking dies and pressing punches, origination work and any other products created by the Company in connection with any order or Contract shall remain the Company’s property unless otherwise agreed in writing.

11.3   No responsibility will be accepted by the Company for any errors in proofs or printing details, which have been accepted or deemed to have been accepted by the Customer.

11.4  All items owned by the Customer and left at the Company’s premises or handed to an employee of the Company will be held at the Customers risk and should be insured and a receipt for such items should be obtained from the employee to whom the items are handed.

11.5  Every care will be taken to secure the best results where materials are supplied by the Customer but responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials so supplied.

11.6  CHEP Pallets remain the Company’s property and are returnable within one month from date of actual delivery. The Company reserves the right to charge at market price for any CHEP pallets not returned within the stated period.

11.7  The Customer shall ensure that all documents, information and materials provided by the Customer in connection with any Contract including (without limitation), computer programs, data, reports and specifications) are accurate, complete and provided in a timely manner.

11.8  Each dimension of the Goods is subject to a 3mm tolerance, up or down.

11.9  The Goods are subject to the following tolerances: +/- 10% of quantity.

11.10  It is technically inevitable that a number of bad copies of the Goods will be manufactured pursuant to any Contract. Therefore, the Goods are subject to a tolerance of 1% of such bad copies.

11.11 Uniformity of the colour of the paper used to manufacture the Goods is not guaranteed. The Goods are subject to a tolerance of 8% on the weight of the Goods ordered.

11.12  The colour conformity of the printing inks used by the Company cannot be guaranteed and is subject to minor deviations.

11.13  The Company shall not be liable in respect of any advice given concerning the quality, shapes, dimensions etc of the Goods.

 

WARRANTY

12.1 No representation or warranty is given to the Customer as to the suitability or fitness of the Goods for any purpose or any particular purpose and the Customer shall satisfy itself in this respect and shall be totally responsible therefore.

 

LIABILITY/EXCLUSIONS

13.1  Each of the sub-clauses in Clause 13 is to be treated as separate and independent.

13.2  Defects:

a)  Subject to Clause 9.2 the Company will either make good the Goods at its own expense or, at its option, replace the Goods if any defects which the Company is reasonably satisfied are caused by faulty design, manufacture, materials or workmanship are discovered within seven days from the date of despatch. The Company shall not be liable for defects caused by abnormal use, misuse or neglect.

b)  The Customer may only claim the benefit of this Clause if he informs the Company of the relevant defect in writing within five working days and unless otherwise agreed by the Company the Customer returns the Goods to the Company at its own expense.

13.3  Exclusion of Consequential Loss:

a)  The Company shall not be liable for any direct, consequential or indirect loss or damage suffered by the Customer howsoever arising whether or not caused by the Company’s negligence.

b)  Without prejudice to the generality of the foregoing, the Company shall not be liable for loss of profits, loss of contracts, depletion of goodwill, loss of business and damage to property of the Customer or anyone else whatsoever, however arising and whether or not caused by the Company’s negligence.

c)  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 by law, excluded from the Contract.

13.4 Limitation; The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price. Nothing in these conditions excludes or limits the Company’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or any other liability which cannot be excluded as a matter of law.

 

BARCODES

14.1  Where the Company is requested to supply Goods with a machine readable symbol printed thereon in accordance with the Operating Manual for article numbering approved for the time being by the Article Numbering Association (UK) Ltd, (“ANA”), the Company’s obligation is to print the agreed symbol according to the procedures set out in the ANA Operating Manual.

14.2   Provided ANA procedures are strictly complied with the Company shall have no liability for loss consequent therefrom, to the Customer or to any third party if the symbol proves not to be machine readable.

 

INDEMNITY

15.1  The Customer shall keep the Company indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature made by third parties caused in whole or in part of arising out of any act or omission of the Customer in connection with the use of storage or sale of the Goods or breach of any Contract.

15.2   If a claim is made against the Company that the Goods infringe or that their use or resale infringes the Intellectual Property Rights of any other person, then if the claim arises from the use of a drawing, design or specification supplied by the Customer or Goods made therefrom, the Customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with the claim, or paid or agreed to be paid by the Company in settlement of the claim.

15.3  Unless advised at the time of order placement, disposal of any substandard printed items or excess quantities produced in the normal production process, showing a Trade Mark or other Registered identification, will be undertaken using our internal waste management equipment and the resulting baled waste will be recycled within or outside our premises.

 

ASSIGNMENT

The Customer shall not assign or neither transfer nor purport to assign or transfer any Contract or the benefit therefore to any other person whatsoever.

 

FORCE MAJEURE

The Company shall not be liable for any failure to deliver the Goods arising from circumstances outside the Company’s control including, for example, but not the exclusion of any similar or like circumstance, acts of God, war, riot, explosion, abnormal weather, fire, flood, strikes, lock outs, government action or regulation (UK or otherwise), delays by suppliers, accidents and shortages of materials, labour or manufacturing facilities.

 

CANCELLATION

No cancellation by the Customer of an order is permitted unless expressly agreed by a director of the Company in writing. In the event of cancellation the Customer will indemnify the Company fully against loss, all expenses incurred by the Company together with liquidated damages of 15% of the Contract price.

 

GENERAL

19.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.

19.2  If any provision of the Contract 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 the Contract and the remainder of such provision shall continue in full force and effect.

19.3  Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

19.4  Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.

19.5   The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

 

COMMUNICATIONS

All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post, by fax: or confirmed receipted e-mail (in case of communications to the Company) to its registered office or such changed address as shall be notified to Customer by the Company; or (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Customer.

 Communications shall be deemed to have been received:

 if sent by pre-paid first class post, two days (excluding weekends and public holidays) after posting (exclusive of the day of posting); or if delivered by hand, on the day of delivery; or if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day. Communications addressed to the Company shall be marked for the attention of the Managing Director.

 if sent by e-mail, where delivery is confirmed and receipts are received, on a working day prior to 4.00pm at the time of sending. Communications addressed to the Company shall be marked for the attention of the Managing Director.

 Any communication with the Company by means of telephone calls may, for quality & monitoring purposes, be recorded.

 

JURISDICTION

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English lawand the parties submit to the exclusive jurisdiction of the English courts.