Terms & Conditions

1. Application

SALE OF GOODS TERMS AND CONDITIONS

These Terms and Conditions shall apply to the purchase of the goods detailed overleaf (“Goods”) by you (“Buyer”) from Manupackaging UK Ltd a company registered in England under number 2744359 whose registered office is at Leafield Estate, Corsham, Wiltshire SN13 9SW (“Seller”).. These Terms and Conditions apply to the exclusion of any other terms that the customer seeks to impose or incorporate (or which are implied by law, trade custom, practice or course of dealing).

2. Interpretation

2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.

2.2 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

2.3 Words imparting the singular number shall include the plural and vice-versa.

3. Goods

3.1 The Seller warrants that on delivery the Goods shall:

(a) conform in all material respects with their specification;

(b) be free from material defects in design, material and workmanship; and

3.2 Subject to clause 3.1. if:

(a) the Buyer gives notice in writing to the Seller within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 3.1;

(b) the Seller is given a reasonable opportunity of examining such Goods; and

(c) the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost,

the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

3.3 Except as provided in this clause 3, the Seller shall have no liability to the Buyer in respect of the Goods' failure to comply with the warranty set out in clause 3.1.

3.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Terms and Conditions.

3.5 These Terms Conditions shall apply to any replacement Goods supplied by the Seller.

3.6 The Buyer is responsible for ensuring that the product specification meets its requirements.

3.7 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.

4. Price

4.1 The price (“Price”) of the Goods shall be that set out in the Seller’s quotation current at the date of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer. The Price shall be confirmed in this quotation.

4.2 If the cost of the Goods to the Seller increases due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, taxes or levies or changes to delivery rates, the Seller reserves the right to increase the Price prior to delivery.

4.3 Any increase in the Price under sub-Clause 4.2 shall only take place upon the Seller informing the Buyer of the increase in writing.

4.4 The Price is inclusive of fees for packaging and transportation / delivery.

4.5 The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

4.6 The Price is exclusive of import and export duties, taxes or levies.

5. Quotation and Basis of Sale

5.1 Details of the Goods in sub-Clause 3.1 are subject to alteration without notice and do not constitute contractual offers to sell the Goods which are capable of acceptance.

5.2 This quotation constitutes written acceptance and confirmation by the Seller of the Buyer’s order for the Goods.

5.3 Having issued this quotation which is a contractual offer to sell the Goods, the Seller agrees to enter into a contract for the sale of Goods upon the Buyer’s written acceptance of this quotation and of these Terms and Conditions.

5.4 This quotation (including any non-standard Price negotiated in accordance with sub-Clause 4.1) is valid for a period of 5 Days only from the date shown overleaf unless expressly withdrawn by the Seller at an earlier time.

5.5 Either the Seller or the Buyer may cancel the order for any reason prior to the Buyer’s acceptance (or rejection) of this quotation.

6. Payment

6.1 Following the Buyer’s acceptance of this quotation, the Seller shall invoice the Buyer for the Price either:

(a) on or at any time after delivery of the Goods; or

(b) where the Goods are to be collected by the Buyer or where the Buyer wrongfully fails to take delivery of the Goods, at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tendered delivery of the Goods.

6.2 The Buyer shall pay the Price immediately on receiving the Seller’s Proforma invoice or otherwise in accordance with any credit terms agreed between the Seller and the Buyer.

6.3 Payment must be made by the Buyer notwithstanding that delivery may not have taken place and / or that the property in the Goods has not passed to the Buyer.

6.4 Time for payment shall be of the essence.

6.5 Receipts for payment will be issued by the Seller only at the Buyer’s request.

6.6 All payments must be made in GBP unless otherwise agreed in writing between the Seller and the Buyer.

7. Bank account details

7.1. Where either party are due to make payments, it is the responsibility of the paying party to check and validate the bank account details of the receiving party. Where the paying party fails to check and validate the bank details, the paying party shall be liable for any consequence. PLEASE NOTE THE CORRECT BANK DETAILS ARE CLEARLY SHOWN ON ALL INVOICES

8. Delivery

8.1 The Seller shall arrange for the delivery of the Goods on (or as near as reasonably possible to) the delivery date detailed in this quotation to the address specified in the Buyer’s order or to another location as agreed in writing between the Seller and the Buyer.

8.2 If no delivery address is specified by the Buyer or if it is so agreed between the Seller and the Buyer, the Buyer shall collect the Goods from the Seller’s premises at

any time after the Seller has notified the Buyer that the Goods are ready for collection.

8.3 Subject to the specific terms of any special delivery service, delivery may take place at any time of the day and must be accepted at any time of the day.

8.4 If the Buyer fails to take delivery of the Goods the Seller may, at its discretion and without prejudice to any other rights:

(a) store or arrange for the storage of the Goods and shall charge the Buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or

(b) make arrangements for the redelivery of the Goods and shall charge the Buyer for the costs of such redelivery. required to collect the Goods from the Seller’s premises and shall be notified of the same. The Seller reserves the right to charge the Buyer for all associated costs including, but not limited to, storage and insurance.

7.5 If redelivery is not possible under sub-Clause 7.4(b), the Buyer shall be required collect the Goods from the Seller’s premises and shall be notified of the same. The Seller reserves the right to charge the Buyer for all associated costs including, but not limited to, storage and insurance.

9. Risk and Title

9.1 Risk of damage to or loss of the Goods shall pass to the Buyer either when the Goods are delivered to the Buyer or when the Seller notifies the Buyer that the Goods are ready for collection.

9.2 If the Buyer wrongfully fails to take delivery of the Goods, risk shall pass to the Buyer at the time when the Seller has tendered delivery of the Goods.

9.3 Legal and beneficial 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.

9.4 The Seller reserves the right to repossess any Goods in which the Seller retains legal and beneficial title if full payment is not received in accordance with Clause 6. In the event of such repossession the Buyer shall deliver the Goods in which legal and beneficial title has not passed to the Seller at its own cost.

9.5 The Buyer’s right to possession of the Goods in which the Seller retains legal and beneficial title shall terminate if:

(a) the Buyer commits a material breach of its obligations under these Terms and Conditions; or

(b) the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors.

10. Returns and Refunds

10.1 If the Buyer is not satisfied with the Goods and wishes to return them it may do so provided:

(a) the Buyer informs the Seller that it wishes to return the Goods within 60 Days of delivery;

(b) the Goods remain in their original condition (as delivered); and

10.2 If the Goods are damaged or defective, the Buyer shall have the right to return them to the Seller and the Seller shall bear the costs of delivery.

10.3 Goods which have been custom made for the Buyer may only be returned where the provisions of clause 3 apply..

10.4 A refund shall be issued to the Buyer only upon the receipt of the Goods in accordance with this Clause 9.

10.5 These Terms and Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

11. Guarantees

The Seller provides no additional guarantees beyond those already supplied with the Goods (where relevant).

12. Communications

12.1 All notices under these Terms and Conditions shall be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

12.2 Notices shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

(b) when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

(d) on the tenth business day following mailing, if mailed by airmail.

12.3 All notices under these Terms and Conditions shall be addressed to the most recent address, email address or fax number notified to the other party.

13. Limitation of Liability

13.1 The Seller has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £5,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover the Seller has been able to arrange and the Buyer is responsible for making its own arrangements for the insurance of any excess loss.

13.2 The restrictions on liability in this Clause 12 apply to every liability arising under or in connection with the Terms and Conditions including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3 Nothing in the Terms and Conditions limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987.

13.4 Subject to Clause 12.3, the Seller's total liability to the Buyer shall not exceed the value of the Goods.

13.5 Subject to Clause 12.3, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

14. Confidentiality

Neither party shall disclose to any person (other than its employees, officers, representatives or advisers) any confidential information concerning the business, affairs, customers, clients or suppliers of the other party for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms and Conditions

15. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic, pandemic, quarantine, governmental action or any other event that is beyond the control of the party in question.

16. No Waiver

No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17. Severance

In the event that one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which shall remain valid and enforceable).

18. Assignment

(a) The Seller may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Terms and Conditions.

(b) The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Terms and Conditions without the prior written consent of the Seller.

19. Third Party Rights

Unless it expressly states otherwise, the order for the Goods does do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the order.

20. Law and Jurisdiction

20.1 These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions, or its subject matter or formation.