1. DEFINITIONS
In these Terms and Conditions the following terms shall where the context admits have
the following meanings:
“the Company” means Peak Labels Limited of Unit 1, Lancaster House,
New Mills, High Peak, Derbyshire England SK22 3JT;
“the Customer” means the party with whom the company contracts;
“Goods” means the products sold by the Company to the Customer under the terms
of this contract;
“the Contract” means the contract made between the Customer and the Company for
the sale and purchase of the Goods upon the Terms and Conditions set out below;
and
“the price” means the price of Goods specified in the Company’s quotation or other
communication and agreed between the Company and the Customer.
2. GENERAL
(a) Any Contract howsoever made for the supply of Goods by the Company to the
Customer shall incorporate these Terms and Conditions which shall apply to the
exclusion of any provisions in any document issued by the Customer. In the event of
the Customer seeking to incorporate special conditions into the Contract these shall
not apply unless they are accepted and agreed by an authorised officer of the
Company in writing.
(b) No employee agent or contractor of the Company has power to vary any of the Terms
and Conditions. Variations (if any) must be in writing and signed for and on behalf of
the Customer and Company by a director partner or proprietor.
(c) No representation or warranty given by the Company or on its behalf shall be
incorporated in this Contract unless expressly or impliedly referred to herein. All
information in the Company’s sales literature or correspondence is for information only
and does not form part of the Contract. The Company may vary its specification for
Goods without notice.
(d) Any quotation given by the Company to the Customer is an invitation to the Customer
to make an offer to buy the Goods only within the period stated in the quotation. The
Company may vary the price quoted in accordance with clause 3(b) or if the Customer
orders a different quantity from that stated in the quotation.
(e) The Company shall not be bound until it communicates its written acceptance of the
Customer’s order to the Customer at any time prior to delivery of the Goods.
(f) The acceptance by the Company of the Customer’s order may be subject to the
Company’s approval of the Customer’s credit rating or status and the availability of the
Goods ordered by the customer.
(g) The parties do not intend that any term of the Contract should be enforceable by any
third party as provided by the Contracts (Rights of Third Parties) Act 1999.
3. PRICE
(a) Subject as below the Price shall be that ruling at the date of delivery of the goods or if
the order is pursuant to a valid quotation the Price shall be as stated in the quotation.
(b) The Company reserves the right to increase the Price in line with the increases in cost
to the Company of labour, raw materials and overheads.
(c) The price does not include delivery ex works if the value of the order is under £100 (excluding VAT). Special transportation charges (if appropriate) will be charged in
addition.
(d) The price is exclusive of insurance, Value Added Tax, export duty or any other tax duty
tariff or charge arising in the United Kingdom or elsewhere.
4. PAYMENT
(a) Payment of the Price is due at the time of placing the order. Payment of the price must be
made in full without any deduction, counterclaim, abatement, set-off or withholding of any kind.
5. DELIVERY
(a) Whilst delivery dates are given in good faith they are business estimates only and no
liability will attach to the Company if Delivery is not made on any stated date. Failure to
make delivery on any stated date shall not entitle the Customer to rescind or repudiate
the Contract.
(b) The Company will notify the Customer of the estimated date for delivery and the
Customer must take delivery on such date or such other date as the Company shall
indicate to the Customer that the Goods are available for delivery. Failure to take
delivery when notified by the Company will require the Customer to pay any storage
charges incurred by the Company which shall be added to and become part of the
Price. The Company may withhold delivery until such storage charges have been paid.
(c) The obtaining of any export licence or other authority requisite for delivery shall be the
responsibility of the Customer.
(d) Each delivery shall constitute a separate contract and any claim by the Customer
relating to specific deliveries shall not entitle the Customer to any remedy in respect of
7. RISK
Risk in the Goods shall pass to the Customer at the time of delivery which shall mean
when the Goods arrive at the Customer’s premises.
8. TITLE
(a) The company shall retain title to and ownership of all Goods supplied by it until it has
received payment in full in cash or cleared funds of all sums due for any Goods
supplied and all other sums due from the Buyer to the Company on any account. If
payments received from the Buyer are not stated to refer to a particular invoice the
Company may appropriate such payments to any outstanding invoice.
(b) Until title in the Goods has passed to the Buyer in accordance with clause 8(a), the
Company may (in addition to any other rights it may have) at any time after the Price
has become due enter the Customer’s premises without notice to the Customer or any
other person to take re-possession of the Goods without liability to the Customer (save
in respect of any damage to premises caused as a result of such re-possession) and
to sell the Goods.
(c) For so long as title to the Goods remains in the Company the Customer shall not
deface or remove any distinguishing marks, labels or stamps from the Goods or
otherwise interfere with their identification. Any such Goods shall be stored separately
from other products or items in the possession or control of the Customer.
(d) The Company may maintain a action against the Customer for payment of the Price
notwithstanding that title in the Goods has not passed to the Customer.
9. ALTERATIONS AND VARIATIONS
(a) The Company reserves the right to improve the specification of the Goods at any time
without prior notice to the Customer.
(b) The Company shall not be obliged to accept any alteration to the quantity, description
or make up of the goods requested by the Customer after the formation of the
Contract. If the Company agrees to any alteration to the Goods the Price shall be
increased and the date of delivery extended accordingly.
(c) The total liability of the Company, its employees and agents to the Customer in respect
of any physical damage to or loss of the Customer’s tangible property caused by the
Company’s negligence shall be limited to £100,000 in respect of any single event or
series of connected events. In all other cases, the total liability of the Company, its
employees and agents whether in contract, tort (including negligence and breach of
statutory duty) or otherwise shall not exceed the price paid by the Customer for the
Goods in respect of which the claim is made. In no circumstances will the Company,
its employees or agents be liable for any business interruption, loss of profits,
contracts, goodwill or anticipated savings, loss arising from third party claims or any
special, indirect or consequential loss (whether or not foreseeable).
(d) Where any part of the Goods has the benefit of a warranty given by a person other
than the Company such Goods are sold with so much of that benefit as the Company
can pass on to the Customer.
(e) If the Customer is dealing as a consumer nothing in this Clause shall exclude the
provisions of Sections 13,14 and 15 of the Sale of Goods Act 1979.
(f) The Customer shall indemnify the Company against all actions claims or demands by
third parties against the Company howsoever arising directly or indirectly in respect of
or in connection with the Goods or the Contract.
Returns Policy
11. ACCEPTANCE
(a) The Customer must inspect the Goods on delivery and must notify the Company
within 24 hours of any apparent defect or non-delivery. Where any damage
has occurred during carriage provided by the Company the Customer must comply
with the Carrier’s conditions of contract as to notification of damage ( a copy of
Carrier’s conditions being available from the Company or the Carrier).
(b) Any Goods claimed to be defective must be returned to the Company forthwith
at the Customer’s expense. Unless returned or notified in accordance with this clause 11 the
Goods shall be deemed accepted and the Contract shall be treated as affirmed.
12. INTELLECTUAL PROPERTY
(a) The Customer warrants to the Company that no requirements of the Customer in
relation to the Goods will cause the Company to be in breach of any third party
intellectual property rights of any nature and the Customer shall keep the Company
indemnified against any claim loss damage or expense suffered by the Company
resulting from any such breach.
(b) All intellectual property rights in the Goods or any other materials supplied by the
Company to the Customer including, but not limited to , copyright, registered and
unregistered design rights, patents and patent applications, registered and
unregistered trademarks, and confidential know-how shall remain vested in the
Company.
(c) The Customer shall keep confidential all information communicated to it by the
Company under this Contract and shall use such information only for the purpose of
use of the Goods by it or its customer and for no other purpose.
(d) The Company reserves the right to change drawings or specifications without notice.
13. COMPANY’S AND CUSTOMER’S PROPERTY
Any items (other than the Goods but including without prejudice to the
generality drawings and samples) delivered by the Company to the Customer or delivered by the
Customer to the Company shall remain the property of the party delivering the same
and shall be returned to that party on demand without any unauthorised duplication or
copying.
14. FORCE MAJEURE
(a) The Company shall not be liable for any damage or loss or failure or delay in
performing its obligations caused as a result of any circumstances of force majeure
effecting the Company whether directly or indirectly. For this purpose the term “force
majeure” shall mean any occurrence or circumstance outside the Company’s control
including but without limitation, any act of God, fire, flood, plant breakdown, malicious
damage, theft, non-availability of power, water supplies, or materials, industrial action
(including by the Company’s employees), act of government or other public authority,
civil disturbance, terrorism or war.
(b) In the event of force majeure affecting the Contract the Company shall give notice of
the same to the Customer. If the force majeure shall continue for more than three
months either party shall be entitled to give written notice to the other to terminate the
contract without prejudice however to any claim by either party against the other in
respect of any antecedent breach.
15. TERMINATION
In addition to any other remedy, the Company may immediately withhold deliveries,
repossess Goods which remain its property, terminate the Contract (and any other
contract with the Customer) and retain any payments made by the Customer if the
Customer:
(1) breaches any of its obligations under the Contract which (if in the opinion of the
Company is capable of rectification) has not been rectified by the Customer within 28
days of notification of such breach to it by the Company; or
(2) ceases trading or is unable to pay its debts as they fall due, or has any receiver or
liquidator appointed over any of its business or assets, or passes a resolution for
winding up, dissolution or bankruptcy, or enters into any composition or voluntary
arrangements with its creditors, or is subject to any similar event of insolvency in any
other jurisdiction, or if the Company reasonably suspects that the Customer is likely to
be subject to any of the same.
16. WAIVER
No failure or delay by the Company in enforcing any of its rights under the Contract nor
grant by it to the Customer of any time or indulgence shall constitute a waiver of any of
the Company’s rights under the Contract save to the extent specifically set out by the
Company in writing and signed by a Director.
17. ASSIGNMENT AND SUB-CONTRACTING
The Customer shall not be entitled to assign the Contract to any other person without
the prior written consent of the Company. The Company may sub-contract part or all
of its obligations under the Contract.
18. NOTICES
Notices may be given by either party to the other by sending them to the registered
office or last known business address of the addressee. Any such notice will be valid if
sent by telex or post and will be deemed to have been received in the ordinary course
of transmission or despatch.
19. SEVERANCE
If at any time one or more of the provisions of these Terms and Conditions becomes
invalid, illegal or unenforceable in any respect under any law the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby.
20. GOVERNING LAW
This contract shall be governed by and construed by in accordance with English Law.
The parties hereby submit to the non-exclusive jurisdiction of the English Courts.
10. WARRANTIES AND LIABILITIES
(a) Nothing in these terms shall exclude or limit the Company’s liability for death or
personal injury resulting form its negligence or for any breach of the statutory implied
undertakings as to title to the Goods or for fraud or any other liability which may not be
limited or excluded by law.
(b) The Company warrants that at the time of delivery the Goods supplied are fit for the
purpose for which they are supplied (as set out in the Company’s sales literature) and
are of satisfactory quality. No warranty is given that the Goods are fit for any other
purpose unless the Customer gives to the Company details of that other purpose in
writing and the Company expressly warrants to the Customer in writing that the Goods
are fit for that other purpose. Except where stated otherwise in these terms, all other
representations and implied warranties and terms and conditions in respect of the
Goods are excluded to the fullest extent permitted by law.