Terms & Conditions
- Terms
1.1 These terms govern all contracts for the sale of goods or goods and services between, L-Pac Packaging Solutions Limited (“the Company”) and any purchaser of the goods (“the Purchaser”). They can only be varied with the written consent of the Company.
1.2 “goods” means all or any part of the items and substances supplied by the Company to the Purchaser and “contract” means any contract between the Company and the Purchaser for the sale of goods. ”Product” means any product assembled or manufactured by or on behalf of the Purchaser which includes goods.
1.3 The clause headings do not form part of the Contract.
- Basis of Contract
2.1 Each order received by the Company shall be deemed to be an offer by the Purchaser to purchase goods and or services from the Company subject to these conditions.
2.2 No orders placed by the Purchaser shall be deemed to be accepted by the Company until an acceptance of the order is given by the Company, either in writing or verbally.
2.3 When the Company is selling online a contract shall only exist when the Company issues the Purchaser with an order confirmation by email.
2.4 Any quotation provided by the Company, will not constitute an offer for sale capable of acceptance by the Company.
- Delivery
3.1 Time shall not be of the essence with regards to delivery and any dates quoted are an estimate only. The Company reserves the right to make partial deliveries.
3.2 Delivery shall take place at the Company’s premises unless agreed otherwise in which case the cost of delivery shall be charged extra to the Purchaser.
3.3 Without prejudice to the above clauses 3.1 to 3.2 inclusive:-
3.3.1 Manufacturing quantities are subject to a tolerance of+/- 10 per cent, the surplus or shortage to be charged or deducted pro rata and will be considered due execution of any order.
4. Cancellation
4.1 The Purchaser shall indemnify the Company against all loss (including loss of profit) or expense however indirect or remote resulting from cancellation or other breach of the contract by the Purchaser.
4.2 All orders placed by the Purchaser are irrevocable but the Company shall have the right to cancel the Contract without liability until the goods are delivered or invoiced.
- Prices
5.1 All prices quoted are exclusive of any taxes duties or charges, packing costs and transport costs from the Company’s premises unless otherwise stated. Any price quoted by the Company is valid for a period of thirty days or for a period agreed between the Company and the Purchaser.
5.2 The Company reserves the right to vary the price of the goods by any amount attributable to any changes in the cost to the Company of purchasing the goods or any materials incorporated in them, or procuring necessary services or to fluctuations in currency exchange rates between the date of the contract and the date of delivery of the goods.
5.3 The Company reserves the right to charge the Purchaser a fee for delivery, where the invoice total does not exceed £150. Similar fees can apply dependent upon location.
5.4 On orders for bespoke goods the price confirmed is exclusive of tooling and artwork origination costs which may be charged separately.
5.5 The Company reserves the right to not provide goods to the Purchaser when ordering online if there is a pricing error that is unmistakeable and obvious and could be reasonably recognised as a mispricing. The Company does not have to the provide the goods to the Purchaser at the incorrect price and will be given written and/or verbal notice.
- Payment
6.1 Payment is due immediately on invoice unless the Purchaser has a credit account with the Company (Paragraph 5.2). Interest will be charged on all overdue accounts at the rate equal to the County Court Judgment rate under s69 County Court Act 1984 or as may be amended or re-enacted from time to time and such interest shall continue to be payable after Judgment.
6.2 Where the Purchaser has an agreed credit account with the Company, all sums due to the Company shall be paid by the final day of the month after the month of delivery.
6.2.1 Should the Purchaser fail to pay the whole sums, by due date, the Company reserves the right to suspend delivery of goods and/or services.
6.3 No payment shall be deemed as received until the Company has received cleared funds.
- Set-off and Lien
7.1 No payments may be withheld nor may any counterclaims of the Purchaser be set off against any payment due.
7.2 The Company shall have a general and particular lien on all money and property which the Purchaser owns or is entitled to possess which is in the possession of the Company or its agents, which it may sell as the Purchaser’s agents to reduce the Purchaser’s debt to the Company.
- Force Majeure
The Company shall not be under any liability of any kind for non-performance in whole or in part of its obligations due to causes beyond the reasonable control of the Company or of the Company’s suppliers, or due to labour disputes, or due to unavailability of stocks or necessary personnel.
- Descriptions and specifications
9.1 All sizes referred to on our website, brochures or price lists are approximate only.
9.2 Any narrative matter, drawings or samples produced by the Company are produced for the purpose of giving an approximate impression of the goods described in them. They shall not form part of the Contract or have any contractual force.
9.3 The Company shall be deemed to have satisfied its obligations under the Contract by supplying goods within the tolerances of plus/minus three percent and up to ten percent on films.
9.4 The Company will take reasonable steps to try and match ink colour, however this can not be guaranteed and the Contract shall be deemed to have been performed the Purchasers satisfaction by delivery goods of general shade and density of colour stipulated.
9.5 Different levels of electrostatic discharge protection are required for different electronic devices. It is the responsibility of the Purchaser to ascertain the appropriateness of anti-static materials for the proposed application and the Purchaser assumes all risk and liability, direct or consequential, arising out of the use of such materials.
9.6 Artwork proofs for printed items maybe produced by the Company and submitted to the Purchaser for approval. The Company shall incur no liability for any errors in such proofs not corrected by the customer from the proofs submitted.
9.7 No responsibility or liability shall be accepted by the Company for any errors in the proofs approved by the purchaser.
9.8 The Purchaser agrees that an order for goods by reference to a product name, number or description shall be to the Company’s basic standard version of those goods and that supply of them will fulfil the Company’s obligations.
- Claims
10.1 The Company shall not be liable for any claim in respect of goods or services alleged to be defective unless made in writing to the Company within ten days of delivery and any allegedly defective goods are returned for inspection by the Company.
10.2 The Company shall not be liable for any claims for loss or damage to the goods in transit unless the goods were then at the risk of the Company and the claim is made in writing to the Company within a period of seven days from the date of delivery or the time when the goods should have been delivered.
11.Warranty and Representations
11.1 Where goods manufactured and supplied by the Company and in use for the purpose for which they are supplied by the Company are proved to be defective within six months of the date of delivery by the Company due solely to defective materials or defective workmanship then the Company at its discretion shall (a) repair such goods or (b) replace such goods or (c) allow the Purchaser a reasonable credit in respect of such goods. The Purchaser will pay any necessary travel and subsistence expenses of the Company’s engineers or any necessary delivery or collection expenses. The warranty is invalidated where there has been misuse of or tampering with the goods.
11.2 Only written warranties and representations made and not verbal ones by the Company may be relied on by the Purchaser. The Purchaser warrants that he has disclosed to the company in writing all matters which may affect the fitness for their purpose of goods supplied or the effectiveness of services rendered. The conditions of the contract are limited to those stated in writing by the company.
11.3 The Purchaser acknowledges and agrees that due to technological changes less product weight and/or thickness will be required to achieve the same performance standards of the goods. Therefore, any reference to weight and/or thickness of the goods set out in the Contract is indicative only and the Company shall not be deemed to be in breach of this clause if the weight and/or thickness of the goods does not match exactly with that stated in the Contract, provided that the goods accomplish the same standard in performance.
- Exclusion of liability
12.1 The warranty contained in clause 9.1 does not extend to any goods not manufactured by the Company which shall carry only the warranty (if any) at their maker (if transferable).
12.2 The terms of the clause 9 are in lien of all other express or implied conditions and warranties.
12.3 The company’s aggregate liability in tort and/or for breach of contract and/or for misrepresentation other than fraudulent misrepresentation and/or for breach of statutory duty in connection with goods/services shall not exceed the sum paid to (and to be kept by) the Company for the goods/services in relation to which such liability may have arisen. The Company shall have no liability in any case for loss of profit or other consequential loss. To the extent that the law may prevent such limitations of liability to a third party, the Purchaser will indemnify the company against any claim in excess of this limit. The limitation and exclusions contained in this clause 10 shall apply only to the fullest extent permitted by law.
12.4 The parties have freely negotiated the contract including the price in the knowledge that the liability of the Company is to be limited. A higher price would be payable but for such limitation.
13.Risk
13.1 Risk in the goods shall pass to the Purchaser on delivery.
13.2 Until title passes to the Purchaser it shall indemnify the Company against all loss or damage to the goods or depreciation in their value and shall keep them fully insured.
13.3 The goods once delivered may be sensitive to deterioration and damage if not stored in appropriate conditions. The purchaser is responsible for ensuring that the storage conditions of the goods are appropriate and the company shall have no liability if the storage conditions are not appropriate for any damage or deterioration to the goods.
13.4 Upon termination of the Contract, howsoever caused, the Company’s rights (but not the Purchasers) contained in this paragraph 13 will remain in effect.
14.Title
14.1 Title to the goods remains with the Company until the Purchaser pays to the Company the full price for those goods and any other sums owing to or claimed by the Company on any account.
14.2 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the goods other than for full value in its normal course of business. Any permission to deal with the goods ceases immediately on the appointment of an administrative receiver, on the presentation of winding up or bankruptcy petition or of a petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding up resolution, or any other act of insolvency.
14.3 Until title passes, the Company may at any time (regardless of any period of credit given to the Purchaser) enter onto the premises of the Purchaser or its agents or customers to repossess all or part of the goods and any products without prejudice to any rights of the Company.
14.4 Until title passes, the goods shall be stored separately by the Purchaser and clearly identifiable as the property of the Company.
14.5 Until title in the goods shall have passed to the Purchaser, if any of the goods are incorporated in or attached to any Products, the Purchasers shall maintain records sufficient to enable such goods so incorporated to be identified or quantified. The Company may at any time remove any goods belonging to it or the Products themselves regardless of any practical difficulty or damage caused.
14.6 Where goods belonging to the Company are stored in common with similar items belonging to others, it shall be conclusively presumed (regardless of any evidence to the contrary) that the goods are withdrawn last from store.
14.7 Until title passes the Purchaser shall hold the goods as bailee for the Company and shall be fiduciary for the Company in respect of the goods and in respect also of any proceeds of sale.
14.8 Where title to the goods has not passed from the Company and a third party (not aware of the Company’s ownership of goods) wishes to buy the goods or any product, the Purchase may invoice the goods or Product to the Third Party. The purchaser shall operate as principal in respect of obligations owing to the Third Party in respect of such transaction, but as agent for the Company in respect of rights arising against the Third Party. The Purchaser acknowledges that all rights against the Third Party belong to the Company including the right to payment for goods/Products from the Third Party and assigns such rights as it possesses to the Company. All payments received from the Third Party shall be passed direct to the Company.
14.9 The Purchaser shall give the Company full particulars of persons to whom goods or Products have been or are intended to be sold.
14.10 Upon termination of the Contract, howsoever caused, the Company’s rights (but not the Purchasers) contained in this paragraph 14 will remain in effect.
- Property Rights
15.1 All intellectual property rights in the goods or in any document, invention or information made or compiled in connection with the goods or the contract shall be vested in the Company. The Purchaser shall have a licence to use(but not copy) it is as necessary, terminable by the Company.
15.2 Where computer software is supplied by the Company, title to the software and any hardware or medium on which it is stored and any manuals relating to it remains permanently with the Company which may require its return at any time. The Purchaser will procure that no copies are taken of the software, or any manuals. The Purchaser shall have a licence to use them, terminable by the Company.
15.3 The Purchaser will notify the Company of any infringement of the Company’s intellectual property rights which come to its attention.
15.4 Clauses 15.1 and 15.3 shall survive termination of the contract.
16 .Indemnity and Insurance by Purchaser
The Purchaser Shall insure fully against and shall indemnify the Company against all expenses and liabilities connected with
16.1 Any defect in the goods or in any Product of the Purchaser or any third party deriving title in the goods directly or indirectly from the Purchaser (including any liability relating to the Consumer Protection Act 1987. EEC Council Directive 85/374/EEC or any other similar equivalent foreign legislation (the “Product Laws”)) unless such liability is caused solely by the Company’s negligent act or omission in the manufacture or delivery of the goods: or
16.2 Any use at the Purchaser’s request by the Company, the Purchaser or any third party of a trade mark in connection with the goods or any Product
16.3 Any infringement of any intellectual property rights of any third party caused by the production, supply, use or sale of the goods or any Product or by the use of any trade mark or
16.4 Any negligent or wilful act or omission of the Purchaser in connection with or in relation to the use or supply of the goods or any product.
16.5 Any liability or loss arising from or connected with any specification supplied by the Purchaser for the manufacture or assembly of goods by the Company.
- Delicate Substances
Where the goods supplied consist of containers, wrappers or other articles intended for use in connection with any drug, food or substance of a volatile or delicate nature, the Purchaser shall satisfy themselves that such drug, food or other substance is not or is not likely to be affected by any material used by the Company in the manufacturing of or printing of such containers, wrappers or other articles. The Company shall not be liable to the Purchaser in respect of any claim alleging that such drug, food or other substance has been adversely affected by the goods supplied by the company. The Purchaser shall indemnify and keep indemnified fully the Company from and against any and all liability, losses, costs and claims by third parties in respect of any claim that any such drug, food or other substance has been adversely affected and caused the third party loss, damage or expense.
- Termination
18.1 If the Purchaser commits any breach of or fails to comply with any term of the contract or becomes insolvent the Company shall have the right (without prejudice to its other rights or remedies) forthwith to terminate the contract or any part of it, and/or to withhold delivery of goods and demand payment for all goods supplied or work in progress on goods intended for the Purchaser.
18.2 The Purchaser shall have no right to cancel or terminate the Contract, except where the Company has given written consent. In such circumstances, the Company reserves the right to charge the Purchaser a restocking fee of 15% to the value of the Contract.
- Rectification
If any of these terms or any part of any of these terms is unenforceable or void at law, it shall not affect the remainder of such term or any other such term or otherwise affect the contract and shall be replaced by such valid term as is as near as may be in effect to the original term.
- Licences
The Purchaser is responsible for obtaining any necessary import or export licences.
- Jurisdiction
The contract shall be governed by the laws of England and disputes arising from it shall be subject to the jurisdiction of the English Courts.
