The following Standard Conditions of Sale shall govern this transaction except as otherwise specifi cally agreed in writing by the buyer and the seller:-

(a) All quotations given and all Contracts of sale made by the seller are subject to these terms and conditions
and prevail over any referred to by the Buyer or contained in any order, acceptance of quotation, confi rmation or
otherwise brought to the notice of the Seller and all other representations, terms, conditions or warranties, express
or implied, are to the extent permitted by law hereby excluded.
(b) These conditions (as modifi ed in accordance with (c) below) together with other matters contained
in the Contract constitute the whole Agreement between the parties and supersede any prior promises,
representations, warranties, undertaking or implication whether oral or in writing and for the avoidance of doubt
the Buyer hereby acknowledges that it has not entered into the Contract in reliance upon any
representations other than those which appear in writing in the Contract, and stipulated by the seller, its servants
or agents
(c) These terms may be varied only by agreement in writing between the parties and such agreement must be
made on behalf of the Seller by a Director or other person authorised (and known to the Buyer to be so authorised)
by the Seller and no other action on the part of the Seller (whether delivery of the Goods or otherwise) shall be
construed as an acceptance of any other terms or conditions whatsoever
(d) Any quotation issued by the Seller may be amended or withdrawn at anytime prior to the formation of any
contract concluded by reference thereto. Quotations issued by the Seller are mere invitations to treat and not
offers capable of acceptance so as to make a binding contract and must be acted on by the Buyer within any time
limits set out in the quotation unless reconfi rmed by the Seller
(e) The Contract shall only be effected when the Seller advises its acceptance of Order to the Buyer
(f) It is the duty of the Buyer to provide the Seller with all the information necessary for the fulfi lling of an
order or for the carrying out of the terms of a Contract and if any delay takes place on the Buyer’s part in giving
such information then the Seller may at its option cancel the order or rescind the Contract or charge the Buyer
an additional price for the delay. In the case of cancellation the Buyer will be liable to the Seller for any loss
incurred in connection with the order or contract
(g) The Seller shall be under no liability nor shall the Buyer be entitled to any remedy, by reason of any
misrepresentation made to the Buyer or any agent of the Buyer by or on behalf of the Seller where the
misrepresentation results from information derived from a third party which the Seller had received and acted
upon in good faith and without reason to disbelieve or doubt
(h) The Contract is personal to the Buyer, who may not assign it without the prior written consent of the Seller and
the provisions of the Contract shall survive its termination for as long as may be necessary to give effi cacy thereto
(i) If the Buyer gives any delivery instructions or does anything in confi rmation of any transactions for the
purchase of goods from the Seller after the Buyer’s receipt of this document it is deemed to accept the conditions.
(a) The Seller may vary the price expressed in the Contract to refl ect any increase (for whatever reason) in
the cost (whether direct or indirect) incurred by the Seller between the date of the acceptance of Order and the date
of the Seller’s invoice.
(b) Unless otherwise stated in the acceptance Order the prices specifi ed are ex Seller’s Works packaging or transport
from the Seller’s Works to the Buyer’s premises
(c) Unless stated otherwise all prices are exclusive of insurance, Value Added Tax, import duties, excise duties or
other taxes, imports or duties payable in respect of the goods. Any such taxes, imposts or duties shall be payable
by the Buyer at the rate prevailing at the tax point date in addition to the price of the Goods and any other sums
due to the Seller from the Buyer
(a) Unless otherwise state in the contract payment shall be made by the Buyer within one month following the
date of invoice and in the case of payment by cheque or other negotiable instrument payment shall be deemed to
take place only when the sums concerned have been credited to the Seller’s bank account
(b) If any payment to be made hereunder by the Buyer is overdue, interest shall be chargeable thereon as well
after as before judgement on a basis from the day any sum becomes overdue until the sum due is paid with interest.
Interest shall be paid at the rate of 4% above the base rate from time to time of HSBC Plc
(c) Time of payment shall be of the essence and failure to make any payment on the due date shall entitle the Seller
at its option to treat the Contract as repudiated and act accordingly. Without prejudice to the foregoing, failure by
the Buyer to pay for any Goods (where under this or any other Contact with the Seller) on the due date applicable
thereto shall (without prejudice to any other remedies which it may have) entitle the Seller at its option to cancel
the sale of any undelivered goods whether under this or any other contract
(d) All payment shall be made in full without deduction in respect of any set-off or counter claim
(e) Any bank charges incurred by the Seller as a result of re-presentation of the Buyer’s cheques payable to the
Seller in respect of goods and services supplied by the Seller to the Buyer and dishonoured for whatever reason
when presented for payment shall be paid by the Buyer forthwith upon being notifi ed of such charges
(a) The Buyer shall promptly accept the Goods when they are delivered or tendered for delivery in accordance
with the Contract. In the event of the Buyer wrongly failing to so accept the goods the Buyer shall (in addition to
any other liabilities which it may have to the Seller) be fully liable for all costs, charges and expenses including
but not limited to storage and handling expenses incurred as a result directly or indirectly of its failing to accept
the Goods
(b) Whilst it is the Seller’s normal policy to delivery Goods in one lot the Buyer shall accept delivery by instalments
or split deliveries and each instalment of part delivery whether or not the contract provides for such instalments
for part delivery shall be considered a separate transaction which shall not affect the rights or liabilities of either
party under the Contract as to the other instalments or part deliveries
(c) All goods shall be deemed to have been examined on receipt by the Buyer or its agents signing the appropriate
delivery note or, if appropriate, rejecting the goods.
(a) Unless Otherwise agreed with the Buyer any delivery times specifi ed by the Seller are business estimates only
and time shall not be of the essence and the Seller shall not be liable to the Buyer for any loss or damages sustained
by the Buyer as a result of the Seller’s failure to comply with such delivery times
(b) If the sum owing to the seller by the Buyer on any account whatsoever is not paid on its due date or if the
Seller otherwise becomes dissatisfi ed with the Buyer’s credit standing, the Seller may withhold delivery of the
Goods until such time as arrangements for payment or credit are made which are satisfactory to the Seller
6. The Seller shall endeavour to produce the exact quantity ordered by the Buyer but shall be entitled to payment at
the agreed price per piece for quantities delivered which exceed the quantity ordered by the Buyer up to a maximum
of 10% over and above the quantity ordered and these terms and conditions shall apply to all quantities delivered
(a) Notwithstanding delivery of the goods or any part thereof the property in the Goods shall remain in the Seller
until the Seller has received payment in full of all amounts due in respect of the Goods and arising out of or in
connection with all other contracts between the Buyer and the Seller. Until that time:-
(i) the Buyer shall hold the goods as bailee for the Seller, shall store or retain them in such a way that they are
clearly and separately identifi able as the property of the Seller and shall if requested by the Seller deliver them
up to the Seller
(ii) the Buyer shall be liable to the Seller for any loss or damage to the Goods howsoever caused and shall
insure the Goods and all other Goods of the Seller as shall from time to time be in its possession against all
risks in their full replacement value noting the Seller’s interest on the policy and shall as and when requested
by the Seller produce evidence to the Seller that this has been done
(iii) the Buyer may not mortgage charge pledge permit ant lien to subsist or arise on or otherwise encumber
or dispose of the goods in any manner
(b) All origination work and artwork remain the property of the Seller unless supplied by the Buyer
(c) Formes shall remain the property of the Seller, but the Buyer shall be entitled to purchase forme(s) used for
the production of goods supplied to the Buyer at a price equal to 50% of the cost of producing the forme(s) plus VAT
If any claim is made against the Seller that Goods infringe or that their use or resale infringes the patent
copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Buyer shall
indemnify the Seller against all loss, damages, cost and expenses awarded against or incurred by the Seller in
connection with the claim, or paid or agreed to be paid by the Seller in settlement of the claim
(a) Without prejudice to any other rights which the Seller may have (and in particular, but without limitation, its
rights under Clause 6 hereof) the Seller shall be entitled forthwith to determine the Contract demand immediate
payment of any amount due or accruing due to the Seller whether under the Contract or otherwise, retain any
deposits, re-sell the Goods in accordance with (b) below and/or to withhold or cancel any deliveries or instalments
due to be made hereunder or under any other contracts between the parties if any of the following circumstances or
events occurs or is reasonably likely to occur:-
(i) the Buyer is guilty of any breach non-observance or non-performance of its obligations hereunder and
if it is capable of remedy, shall not have remedied such breach, non-observance or non-performance within
thirty (30) days after notice thereof in writing; or
(ii) the Buyer shall be unable to pay its debts in the ordinary course of business or enter into liquidation,
whether compulsory or voluntary (except for the purpose of and followed by re-construction or amalgamation),
or have a received appointed, or otherwise become subject to the insolvency laws of the country in which the
Buyer is situate or resident, or become bankrupt or make any arrangements or composition with its creditors
or execute a bill of sale; or
(iii) the Buyer suffers a distress or execution or other legal process to be levied or enforced or sued out
upon or against any part of the property, assets or revenue of the Buyer which is not discharged or stayed
within 14 days; or
(iv) any event shall occur which under the laws of the country in which the Buyer is situate or resident has an
effect equivalent to any of the events referred to in this sub-clause (a)
In respect of Goods supplied but not manufactured by the Seller the Seller gives to the Buyer only such guarantees or
warranties (if any) as the Seller may have and can enforce but the Seller shall not fall under any other liability whatsoever
11. The Seller shall repair or, at its option, replace any goods or part thereof supplied by the Seller which shall be shown
to the satisfaction of the Seller, to have been defective in workmanship or material providing:-
(a) That written notice of complaint is received by the Seller within seven days of discovery of delivery
(b) The part is returned carriage paid to the Seller and shall in the event of replacement become the property of the Seller
(c) That the defect has not been caused by carelessness or improper treatment or neglect or by any omission to
comply with any instructions given by the Seller
(d) That the goods or part thereof have not been supplied by the Seller more than one month prior to receipt of the
notice of complaint
12. All conditions or warranties, express or implied by statute or otherwise, as to fi tness of the Goods for a particular
purpose are hereby excluded
13. In no event will the Seller be liable for any loss, injury or damage (save personal injury or death caused by the
Seller’s or its servants or agents’ breach of duty or contract) howsoever arising except herein set fourth and shall
not on any account be liable for consequential loss or damage howsoever caused and shall not be liable in any
other way for the Goods
14. Nothing in the contract shall effect the rights of a consumer (within the meaning of the Unfair Contract Terms
Act 1977)
The Seller shall not be liable for any loss or damage caused by delay in the performance or non-performance of any
of its obligation hereunder where the same is occasioned by any clause whatsoever that is beyond the Seller’s control
including but not limited to fi re, fl ood, strikes (whether involving the Seller’s employees or those of another party),
lockout or other labour dispute, accident to or breakdown of machinery, shortage of labour or materials or delay
in transport, civil commotion, insurrection embargoes, quotas, acts or restrictions of government, import or export
regulations, government regulations or any other event beyond the control of the Seller and should any such event
occur the Seller may cancel or suspend the Contract without incurring any liability for any loss or damage thereby
(a) The invalidity, illegality or unenforceability for any reason of any part of the Contract shall not prejudice or
affect the validity, legality or unenforceability of the remainder
(b) No failure on the part of either party hereto to exercise any rights under the Contract at any time shall operate
as a waiver thereof, nor shall any single or partial exercise of any right under the Contract prelude any other or
further exercise of any other right. The election by either party of a particular remedy in event of default by the other
party shall not be exclusive of any other rights or remedies provided by law
(c) The Buyer shall not without the prior written consent of the Seller assign, transfer or sublet the benefi t of the
burden of the contract or any part thereof
(d) The Seller way, without prejudice to its liability hereunder, assign, transfer or subcontract this Contract or any
part thereof to any other person or company
(e) No right or licence is granted by the Contract to the Buyer under any patent, copyright registered design or other
protection except the right to use or re-sell the Goods
(f) No responsibility is accepted for the accuracy of drawings, patterns or specifi cations supplied by the Buyer
(g) Any notice or other communication required or permitted to be given under the Contract shall be in writing
and shall be served on the Seller and the Buyer respectively by delivering the same or sending it by telex or facsimile
transmission or by registered airmail to the registered offi ce of respective party or to such other address as either
party may notify in writing to the other party hereto. Any such notice shall be deemed to have been served at the
expiration of 7 days after posting by registered airmail or 24 hours after having been sent by telex, or at the time of
transmission in the case of facsimile transmission proved that a confi rming copy thereof is sent by fi rst-class prepaid
post to the other party within 24 hours of transmission.
(h) The headings used in these terms and conditions are for the purpose of convenience and identifi cation and are
not to be taken as limiting in any way the scope or possible construction of any Clause.
The Contract and the rights of the parties hereto shall be governed by and interpreted in accordance with English
law. The Buyer hereby irrevocably agrees to submit to the jurisdiction of the English courts should the Seller refer
any dispute thereto and waives any objection to any legal action or proceedings in the said court on the grounds
of venue or forum non-conveniens




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