CONDITIONS OF SALE

1. Interpretation

1.1 In these Conditions:
“Buyer” means the person specified in the Order Acknowledgement. “Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions mutually agreed in writing between the Buyer and the Seller. “Contract” means the contract for the purchase and sale of the Goods as constituted by the Order Acknowledgement (including the documents attached thereto) and the Conditions. “Goods” means the goods (including any instalment of the same or any parts for them) specified in the Order Acknowledgement. “Order Acknowledgement” means the Seller’s Order Acknowledgement to which inter alia the Conditions are attached. “Seller” means any company that constitutes part of Packn.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. Basis of the Sale

2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Order Acknowledgement and subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions of the Buyer or otherwise.
2.2 Any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Seller.
2.3 Following the issue by the Seller of the Order Acknowledgement, the Contract shall not be capable of cancellation by the Buyer unless the Seller jointly agrees.

2.4 The Seller may cancel the order at any time.

3. Orders and Specifications

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of all information submitted by the Buyer to the Seller in connection with the Contract and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Order Acknowledgement. However please note that in the case of second hand/surplus boxes, all sizing is approximate, the print will vary and the boxes may have slightly blemishes.
3.3 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer hereby indemnifies the Seller and will keep the Seller indemnified on demand against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with the Goods, or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or regulatory requirements of any competent authority of valid jurisdiction or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

4. Price of the Goods

4.1 The price of the Goods is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller, and unless otherwise agreed and subject to Condition 4.2 below, shall be the price listed in the Seller’s Order Acknowledgement.
4.2 The Seller reserves the right by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated in the Order Acknowledgement, the price of the Goods quoted for shall include the Seller’s charges for transport, packaging and insurance up to delivery.
4.4 All pallets and returnable containers (if any) by which the Goods are supplied by the Seller will be made available by the Buyer for return undamaged to the Seller.

5. Terms of payment

5.1 The Buyer shall make payment of the price of the Goods as specified in the Order Acknowledgement.
5.2 Any sums payable by the Buyer for the Goods, if not received by the Seller from the Buyer when due, shall incur interest on a daily basis at the fixed rate of 8% per annum from the date such sums become due until the date of actual payment.
5.3 All amounts due from the Buyer to the Seller in respect of the Goods shall be paid in full without any deduction or withholding other than as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the same.
5.4 Where the Goods are to be delivered in instalments, in the event of the failure by the Buyer to make payment on the due date of any one or more of the instalments in accordance with these Conditions, the Seller shall in its sole discretion be entitled to treat the Contract as a whole as repudiated and to claim damages accordingly.

6. Delivery

6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer’s specified premises on the agreed date of delivery as specified in the Order Acknowledgement unless the Order Acknowledgement specifies “call off” arrangement for the Goods.
6.2 Time for delivery of the Goods by the Seller shall not be of the essence of the Contract, and whilst the Seller shall use reasonable endeavours to deliver on a date to be agreed with the Buyer, such agreed date is only an estimate and the Seller shall not be liable in the event of delay in performance of such delivery.
6.3 The Contract is divisible and where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract, and may be invoiced separately and any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein. Any failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated and claim damages accordingly.
6.4 Goods which are subject of a “call off” arrangement between the Seller and the Buyer, as confirmed in the Order Acknowledgement shall be invoiced to the Buyer for payment when called for by the Buyer save that any Goods so held by the Buyer shall be invoiced not later than the date which falls three months after their manufacture by the Seller.

7. Risk and Property

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property and title in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

8. Warranty and Liability

8.1 Subject to the conditions set out below (and the terms of Condition 3 hereof) the Seller warrants that the Goods shall be fit for their purpose and without fault and shall conform with any specifications set out in the Order Acknowledgement.
8.2 The above shall apply subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, failure to follow the Seller’s instructions for use (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
8.2.3 the Seller shall be under no liability under Condition 8.1 if the total price for the Goods has not been paid by the due date for payment.
8.3 Any claim by the Buyer which is based on any defect in the Goods or their failure to correspond with specification as set out in the Order Acknowledgement shall (whether or not delivery is refused by the Buyer) be notified to the Seller within fourteen days from the date of delivery or (where the defect was not apparent on reasonable inspection) within a reasonable time after discovery of the defect. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.4 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (including any loss of business, revenue, opportunity or profits), for any loss suffered by any other party (including any customer of the Buyer), or for any loss arising from a claim against the Buyer from any other party (including any customer of the Buyer (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use by the Buyer and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the sale of the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

9. General

9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provisions.
9.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provision of these Conditions and the remainder of the provisions in question shall not be affected.
9.4 The Contract shall be governed by the laws of Scotland and the Buyer agrees to submit to the non-exclusive jurisdiction of the Scottish courts.
9.5 All copyright and other intellectual property rights in any drawings and designs created by the Seller shall be retained by the Seller and all such drawings and designs must not be used in whole or in part without our prior written consent. The Seller reserves the right to make a reasonable charge for use of any drawings and/or design of any layouts, or any cancelled or non-accepted schemes.
9.6 The Seller reserves the right to require the Buyer to accept the return of any tooling of the Buyer held by the Seller in event of non-use of such tooling over a two year period, failing which the Seller shall be entitled to dispose of the same.

10. Online Sales

10.1 The Buyer has 14 days from receipt of the goods to request a cancellation of the order.
10.2 Following the request to cancel the order the Buyer must return the goods to the seller within 14 days
10.3 The buyer has responsibility to cover the cost of carriage unless the goods are faulty.
10.4 The seller has 14 days from receipt of the goods to refund the buyer the cost of the goods.