In these conditions ‘the Seller’ shall mean Carters Packaging Limited whose registered office is at Woodlands Court, Truro Business Park, Truro, Cornwall, TR4 9NH; ‘The Buyer’ shall mean the person to whom the Goods (as hereinafter defined) are to be supplied; ‘The Goods’ shall mean all the Goods specified in the Acknowledgement of Order (as hereinafter defined) with such changes (if any) as may be mutually agreed between the parties here to or incorporated by the Seller pursuant to clause 8 hereof; ‘the Acknowledgement of Order’ shall mean the Seller’s written Acknowledgement of the Buyers order for the supply of the goods and delivery note which incorporates these Conditions; and ‘The Contract’ shall mean the agreement between the parties hereto comprising the Acknowledgement of Order and in the event of any terms or conditions of the Contract being incompatible the latest to be considered by the parties hereto shall have precedence provided always that these Conditions shall only be overruled by any express provisions in the Acknowledgement of Order which are inconsistent herewith.
2. Scope of the contract.
The Seller shall sell and the Buyer shall buy the Goods on the terms and conditions of the Contract. The Contract contains the entire agreement between the parties relating to the sale of the Goods and supersedes all prior written or oral communication between the Seller and the Buyer. The Buyer acknowledges that it does not place and has not placed any reliance on any representations, agreements, statements or undertakings (oral or in writing) made prior to the Acknowledgement of Order other than those expressly incorporated in the Acknowledgement of Order. The Contract may not be released or modified in any manner except by an instrument in writing signed by duly authorized representatives of both parties.
3. Territorial conditions.
It shall be a condition of the Contract that neither the Goods nor any part thereof shall, without the Seller’s written consent, be exported from the United Kingdom. It is a further condition of the Contract that upon any resale or other disposition by which the Buyer ceases to be in possession of the Goods or any part thereof that the Buyer will procure that any person who is or will be in possession of the Goods or any part thereof shall be bound in this contract with the Buyer by a similar condition similar in substance to this condition. It is hereby further provided that not with-standing any of the foregoing conditions nothing in this Clause shall prevent the Buyer, or any person acquiring the Goods from the Buyer hereunder, from exporting them into the United States of America or into countries or territories forming part of the European Union.
4. Title and risk.
- Risk in the Goods shall pass to the Buyer when the goods are delivered by the Seller or collected by the Buyer.
- The title to the Goods shall remain with the Seller until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any other sums outstanding between the Buyer and the Seller whether in respect of this contract or otherwise.
- Until title passes to the Buyer:-
- Shall hold the Goods as the Seller’s fiduciary agent and bailee;
- Shall keep the Goods stored separately from any other Goods, protected and insured, and shall not interfere with any identification marks, labels, batch numbers or serial numbers on the Goods;
- May sell the Goods or products that incorporate the Goods as principal and not as Seller’s agent in the ordinary course of the Buyer’s business subject to the following express conditions:
That the entire proceeds of any sale or insurance proceeds received in respect of the Goods are held in trust for the Seller and not mixed with any other monies or paid into an overdrawn bank account and shall at all times be identifiable as the Seller’s money;
That the Buyer will at the Seller’s request and at the Buyer’s expense assign to the Seller all rights the Buyer may have against its customer; and...
...That the Buyer’s right to sell the Goods may be withdrawn by Seller on notice at any time and will automatically cease in the event of the Buyer becoming insolvent as defined in clause 5.
The Seller shall be entitled at any time to recover any or all of the Goods to which it has title and for that purpose the Seller, its employees or agents may with such transport as is necessary enter upon the premises occupied by the Buyer or to which the Buyer has access and where the Goods may or are believed to be situated.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so, all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
Without prejudice to the foregoing none of the Goods are supplied on a ‘sale or return’ basis.
5. Cancellation on account of insolvency
If before all the costs payable under contract are paid, the Buyer (being an individual or individuals) shall be the subject of a bankruptcy order or shall make any assignment or deed of arrangement for, or any composition with creditors generally, or (being a company) shall become the subject of a winding-up or administration or of the appointment of a receiver, administrative receiver, or receiver and manager, or shall make any arrangement with its creditors generally, or if any execution is levied or any distress is threatened or made at any premises occupied by the Buyer, or if the Buyer ceases to carry on business, then without prejudice to the rights of the Seller to exercise any other remedies, the Seller shall be entitled to rescind the contract by giving written notice to the Buyer.
6. Excusable Delay
Should the Seller directly or indirectly be prevented from carrying out its obligations under the Contract before or after the due date for delivery owing to lock-outs, strikes, work slow-down, labour troubles causing cessation or dislocation of work, or owing to riots, insurrections, mutiny, civil commotion, loss, damage, detention or delay caused by fire, explosion, storm, flood, tempest, Act of God, war, the action or legislation of any Government, accident, epidemic, quarantine restrictions, accident in the course of test, malicious act of third party, railway embargoes, delay in delivery of materials by a third party, failure of the Buyer to comply with its obligation relating to payment or the supply of information under the Contract or any other cause whatsoever whether or not of a similar nature to the foregoing which is not within the control of the Seller, (whether in the Seller’s business or that of any of its suppliers or sub-contractors) the Sellers reserves the right (without prejudice to any other rights it may have) in its absolute discretion and at the Seller’s election to do one or more of the following:-
- To suspend or delay dispatch or delivery of the Goods until such a time as it may be reasonably practicable to dispatch or deliver the same;
- To use Substituted materials for any specified in the Contract provided that such substituted materials are in the Seller’s view an adequate substitute for the materials so specified;
- To cancel the Contract or any uncompleted portion thereof and on such cancellation neither party shall have any claim of whatever nature against the other save in respect of work done and services rendered in relation to goods delivered prior to such cancellation. The Buyer shall have no right to terminate the Contract by reason of the Seller being prevented from carrying out its obligations under the Contract owing to any of the above-mentioned events.
7. Seller's right of resale.
In the event of:
- The Seller demanding any of the information, drawings, documents, authorizations or consents referred to in Clause 11, or if the Seller has agreed to arrange delivery of the goods, sufficient forwarding instructions to enable the Seller to dispatch the Goods or any of them and not receiving the same within 28 days of the said demand, or if the Buyer is responsible for the collection of the Goods, the Buyer failing to collect the Goods or any of them 28 days of the Seller demanding that the Buyer should make the said collection or
- The Buyer failing to pay in full the whole or any part of the price payable under the contract when due.
The Seller shall be released from the Contract and shall be entitled to re-sell the Goods or any part thereof without notice to the Buyer and to recover from the Buyer any loss occasioned by the Buyer’s default. The rights conferred on the Seller in this Clause shall not prejudice any other right it may have under the Contract or any common law or statutory remedy which the Seller may have.
8. Specifications, Technical Data etc.
- All drawings, descriptive matters, weights, dimensions and specification provided by the Seller and the descriptions and illustrations contained in the Seller’s catalogues, price lists and other advertising matter are approximate only and are intended merely to represent a general idea of the Goods and shall not form part of the Contract.
- All patent copyright and design rights relating to the Goods or any part thereof shall remain the property of the Seller.
9. Alteration to specification.
Notwithstanding anything to the contrary contained in these Conditions, or mutually agreed in writing between the Seller and the Buyer, the Goods or any part thereof may be altered by the Seller or the manufacturer thereof without the Buyer’s prior consent to incorporate such changes as the Seller or its manufacturer considers necessary to correct defects, improve the Goods or to make the Goods safer, prevent delay or ensure compliance with these conditions and which have no materially adverse effect on any of the matters which might affect any application to which the Seller is aware that the Buyer wishes to put the Goods provided always that the Seller shall notify the Buyer of such changes, if in the opinion of the Seller, they alter materially the specifications of the Goods.
10. Price and quantities.
Unless otherwise expressly proved in the Acknowledgement of Order:-
- The price stated therein in respect of the Goods is calculated ex the Seller’s warehouse and includes the cost of delivery to the place specified in the Acknowledgement of Order but excludes the cost of unloading and other ancillary costs and all taxes (including V.A.T) and duties. The Seller will arrange packing, carriage and insurance against usual transit hazards at the Buyer’s written request but at the risk and expense of the Buyer;
- The Seller reserves the right to amend the said price to cover any increase in costs and/or expenses of the Seller arising between the date of the Acknowledgement of Order and the dispatch of the Goods to the Buyer, or which may arise out of special requirements not indicated in the Buyer’s order and it is agreed that the Seller’s written certificate shall be conclusive evidence of any such increase and of extent thereof.
- The Buyer shall not be released from the Contract by any increase in the said price or in duties or taxes to be paid by the Buyer whether arising before or after the making of the Contract;
- The Supply of an amount 10% more or less than the quantity of the Goods mentioned in the Acknowledgement of Order shall be a good discharge to the Seller and a pro rate charge or allowance shall be made in the Seller’s invoice.
- Any times quoted for delivery or dispatch are to be computed from the date specified for that purpose in the Acknowledgement of Order, and after the Seller has received all necessary information to enable the Seller to dispatch or deliver the Goods.
- Such quoted times are to be treated as estimated only notwithstanding any express undertaking as to deliver and shall not be of the essence of the Contract nor involve any contractual obligation on the Seller’s part. Delivery shall be deemed to be effected when the Goods have left the Seller’s warehouse or the Buyer has been notified that the Goods are ready for dispatch.
- Without prejudice to the forgoing provisions of this clause and notwithstanding any express undertaking as to delivery the Seller shall be entitled to a reasonable extension of time without payment of any damages should dispatch or delivery be delayed by reason of the Buyer’s failure to perform his or its obligations under the Contract or the Buyer’s omission to give to the Seller necessary instructions or for any other reason solely or substantially attributable to the Buyer.
12. Suspension of work.
Notwithstanding that the Buyer is not entitled hereunder to require the manufacturer of the Goods to suspend work, should the Seller accede to any request from the Buyer to that effect, the price payable to the Seller under the Contract shall be increased to cover any extra costs and/or expense incurred by the Seller as a direct or indirect consequence of any such suspension. Likewise, the said price shall be similarly increased if work is suspended as a consequence of the Buyer’s failure or omission to perform his obligations hereunder. In no case shall the Seller be liable to the Buyer for any direct or indirect loss suffered by the Buyer as a result of any suspension made at the request of or in consequence of any such failure or omission by the Buyer.
13. Passing of property.
Notwithstanding the provisions of Clause 18 hereof the Seller and the Buyer expressly agree that until the Seller has been paid in full for the Goods and until all other sums due from the Buyer to the Seller on any account whatsoever have been paid in full:
- Property in the Goods shall remain in the Seller and the Goods shall be received and held by the Buyer as fiduciary agent of and bailee for the Seller and the Buyer shall store the Goods without charge to the Seller in such manner that they are clearly identified as the property of the Seller.
- The Seller may, at any time the Goods are in possession of the Buyer, require the Buyer to deliver up the Goods to the Seller at no cost to the Seller and, if the Buyer fails to do so forthwith, recover all or any of the Goods from the Buyer without notice and for the purpose the Seller and its servants and agents may enter upon and land or building upon which the Goods are situated.
- Without prejudice to the foregoing provisions of this Clause the Buyer has the right to dispose of the Goods for full value for the account of and as agent for the Seller and in the event of such disposal, the Buyer has a fiduciary duty to the Seller to account to the Seller for the proceeds of the sale.
- The Buyer shall without charge to the Seller ensure that the Goods and any products in which they are incorporated are kept in conditions and repair and shall keep such goods and products insured against all risks to their full replacement cost under a policy which provides for all monies payable thereunder to be paid to the Seller as agent for the Buyer for the purpose of satisfying from such monies any outstanding claims by the Seller against the Buyer and paying the balance (if any) to the Buyer.
- The Buyer shall not be entitled to pledge or in any way charge by way of security for any for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
The Buyer shall be deemed to have accepted the Goods or any of them immediately the same are delivered into the Buyer’s possession or that of any person, firm or company authorized by the Buyer to take such possession where after the Buyer shall not be entitled to reject the same.
If dispatch of the Goods is delayed by any act or omission of the Buyer and the Buyer does not arrange promptly for the Goods to be stored elsewhere the Seller shall be entitled to arrange for the Goods to be stored at the Buyer’s risk and the Buyer shall indemnify the Seller against all costs and expenses arising out of such storage. Further, if the Goods are stored at the Seller’s warehouse the Buyer shall pay the current charges for the same. Charges for such storage shall be paid at the rates and in the manner provided for in the next following clause.
16. Terms of payment.
- Any terms of payment specified in the Acknowledgement of Order shall apply. Subject to any such terms payment of all sums payable under the Contract shall be made in full when the Goods are ready for dispatch. Any further sums which shall become due to the Seller over and above the terms specified in the Acknowledgement of Order, however arising shall likewise be paid at the time when the Goods are ready for dispatch or, if arising after that time, be payable on demand.
- If for any reason the Buyer is unable or unwilling to take delivery when the Goods are ready for dispatch or if delays of any account arise through causes beyond the Seller’s control, or if there be minor defects in the Goods which do not substantially affect their commercial use, then payment shall not be withheld or deferred. In the event of special terms for payment having been arranged, then each of the respective installments shall be paid by the date stipulated and agreed.
- In all cases time of payment shall be of the essence of the Contract.
- Should it be necessary for any reason to dispatch any part of the Goods separately this will be invoiced and the invoice will be payable by the Buyer when such part is ready for dispatch notwithstanding that any other parts of the Goods shall not be ready for dispatch or have not been dispatched.
- Unless otherwise indicated in the Acknowledgement of Order all payments shall be made by cash, cheque bill of exchange or bank transfer to the Seller at its principle place of business free of any deductions whatsoever. Cheques and bills of exchange are to be treated as payment only after honour and the Seller shall not be responsible for presenting or protesting the same in due time. All discounts and transfer charges shall be for the account of the Buyer.
- Without prejudice to the Seller’s rights for immediate payment there shall be paid to the Seller interest on any sum payable to it in accordance with the agreed terms of payment at the rate of 4% per annum above the base lending rate of Barclays Bank PLC from time to time computed from the date which such sum becomes payable until the date of actual payment.
- If the Buyer fails to make any payment within 4 weeks of the due date for that payment all sums payable to the Seller under the Contract and any other Contract between the Buyer and the Seller shall become immediately due for payment without regard to the time of payment of any outstanding bill of exchange or other deferred terms for that other contract. In the event of such failure as aforesaid the Seller may in addition require payment in advance of any amount outstanding or to become payable under the Contract and of any such amount under any other contract between the Buyer and the Seller without regard to the terms of that contract.
- Without prejudice to the provisions of Clause 19 all liability of whatsoever account of the Seller under the Contract is subject to the above mentioned terms of payments and in particular and without prejudice to any other right it may have, the Seller may postpone the performance of all or any of its obligations under the contract whilst any amount due from the Buyer to the Seller remains unpaid.
- The Buyer shall not be entitled to withhold or set off payment for the Goods for any reason whatsoever.
- The Seller does not exclude liability for damages for death or personal injury resulting from negligence proved against the Seller in the performance of its duties under the Contract.
- Subject to sub-clause (1) of this Clause the Seller’s total liability whether in contract tort or otherwise and whether in respect of one claim or in the aggregate shall be limited to the amount of the purchase price of the Goods payable under the Contract.
- Subject to sub-clause (1) of this clause the Seller shall not be liable in any event at any time for any indirect or consequential loss or damage (including but not limited to any loss of production or of profits) howsoever caused suffered by the Buyer or any other person, firm or company. The Buyer shall keep the Seller fully and effectively indemnified against all or any liability mentioned in the last preceding sentence.
- Without prejudice to the foregoing provisions of this clause the Buyer shall in particular keep the Seller indemnified against the liability (including liability under the Consumer Protection Act 1987) the Seller may incur at any time whether in tort or otherwise to any person whatsoever in respect of any defect or failure of the Goods or any part thereof or replacement thereof howsoever caused.
- Each of the preceding sub-clauses of this Clause shall be deemed to be separate and severable and enforceable accordingly.
18. Extra Cost Areas.
Unless otherwise specifically agreed in writing to the contrary, any artwork, origination, plate changes etc will be invoiced for separately. Prices quoted for printed bags, films etc will NOT include any origination costs.
19. Buyer's Default.
If the Buyer makes default in or commits any breach of its obligations to the Seller then the Seller shall immediately become entitled (without prejudice to any other rights or claims which it may have) to suspend further performance of, or to terminate the Contract.
The responsibility for insuring the Goods after the risk in them has passed to the Buyer shall be that of the Buyer.
21. Damage in transit.
The Seller shall not be liable for loss or damage to the Goods after the risk in them has passed to the Buyer.
22. Patents and other certification.
- Insofar as the Goods or any part thereof are the subject of any patents copyrights or design rights belonging to the Seller, the Seller grants to the Buyer under such rights the right to use the Goods in the normal and intended manner but not otherwise.
- The Seller shall not be liable to the Buyer in respect of any loss or damage whatsoever (including but limited to loss of profits in respect of or occasioned by any loss of use of the) resulting from the infringement of any copyright patent or registered design by the Goods or any part thereof.
23. Goods not manufactured by the seller.
- In Respect of all or any part of the Goods not manufactured by the Seller in relation to which the supplier accepts liability to the Seller more restricted than the liability of the Seller to the Buyer under Clauses 16 or 17 above or under any guarantee condition warranty or other obligation the said Clauses guarantee condition warranty or other obligation shall apply subject to the proviso that the liability of the Seller in respect of such whole or part shall be further restricted in the same terms as the liability of the Supplier to the Seller is restricted provided further that such proviso shall not apply if as a result of such applications any restriction or exclusion of liability by the Seller is unenforceable.
- Without prejudice to the generality of the remainder of the Contract the Seller shall not be responsible for ensuring that any feature of the Goods which has been selected or nominated by the Buyer and not specified by the Seller, is in any way satisfactory or fit for the purpose for which it is intended and the onus of ensuring this shall be on the Buyer.
24. Governing law and jurisdiction.
The validity extent and performance of the Contract and any variation thereof, or any agreements entered into by the parties hereto ancillary to the Contract shall be governed by English Law. Insofar as the Buyer is not already subject to the jurisdiction of the English Courts, it shall be deemed to submit itself to the jurisdiction of the English Courts hereby. No action or proceeding in relation to the Contract or arising therefrom shall be initiated against the Seller except in the Courts of England.
The Buyer may not assign the Contract or any rights thereunder without the rights thereunder without the consent of the Seller.
Where these terms and conditions provide that a notice from either party to the other is required, such notice must be served in writing and conveyed by the fastest reasonable means. Having regard to the content thereof, it being understood that normally such a notice could be sent by a pre-paid letter post, provided that where there is in these Conditions a specified period within which such a notice is to be given to ensure its validity, such notice must reach the party to whom it is addressed within the period stipulated.
27. Cancellation, Returns and Refunds.
From 13th June 2014 the Consumer Contracts Regulations, which implement the Consumer Rights Directive in UK law, came into effect and now replace the distance selling regulations and doorstep selling regulations. The regulations outlined below apply to items bought online from Carters Packaging Ltd.
The buyer has 14 days from the point of purchase to cancel the order and ask for a refund. If the goods are being returned because of damage which the buyer and seller agree has occurred by accident or in a manner beyond either’s control then the seller will pay for the cost of delivery to get the goods returned at a time suitable for them.
If the goods are being returned because of a fault then the seller will pay for the cost of delivery to get the goods returned at a time suitable for them.
If the goods are being returned because the buyer has mistakenly purchased the wrong goods or made an error in judgement about the purchased goods, then the buyer must pay for the cost of the returned goods as the error lies with the buyer alone. In cases of local customers we may be able to pick up the goods on our local routes for no additional fee.
Once an order has been cancelled within the 14 day period starting from point of purchase, the buyer will then have an additional 14 days to return the goods as outlined above. Once the seller has received the goods or sufficient evidence of the goods being sent/returned (proof of postage receipt from the post office) a full or partial refund will be processed within 14 days. Our online payment system Stripe or RealEx states it will take approximately 10 working days for the refund to appear in the buyers account.
There are some circumstances where the Consumer Contracts Regulations won’t give you a right to cancel.
Some food packaging, perishable goods or tailor-made products. If you are in doubt please contact us before purchasing any goods that fall under this heading.
Goods which have been mixed inseparably with other goods after delivery, especially goods that could void the reselling of those goods (coming into contact with food, grime or chemicals).
We only advertise through appropriate media sources such as Pirate FM radio, the Cornwall Channel and our online presence, mainly using social media profiles, search engine ads and authentic - validated email promotional campaigns using our provider Mail Chimp (who have strict policies in place to prevent abuse anyway). We do not agree with sending Junk email messages and will only use an email address if it has been registered on our website and the user has selected to receive either frequent or infrequent newsletters/promotions or has provided verbal agreement over the telephone to our support team. We will always provide an "unsubscribe" button with any email campaign so customers can easily opt out of any further communication in the future. If anyone ever has any issues with any of our marketing or advertising methods, choices or services, please contact our sales team on 01209 204 777 or email us using the enquiry form found on the contact page.
29. Clause Headings.
Clause headings have been inserted in these conditions merely to facilitate reference and shall have no bearing on the interpretation of any of the provisions.
We do not under any circumstances deliver goods where the title passes to our customers on delivery. Our terms supersede any such terms on customers purchase orders.