Terms And Conditions

Definitions In these conditions the following words shall have the following meanings :-

“The Buyer” means a buyer of any goods from the company.

“The Company” means Great Northern Envelope Co. Limited.

“The Goods” means any goods sold by the company to the Buyer under this Contract.

“These Conditions” means the terms and conditions set out herein. “This Contract” means any Contract to which these Conditions relate.

2. General

2.1 The Buyer acknowledges that all sales shall be deemed to be made between the Buyer and the Company upon these Conditions which shall be deemed to be incorporated in any contract between the Company and the Buyer.

2.2 These Conditions shall not be allowed or varied except by an express written amendment signed by a director on behalf of the Company and shall take effect to the exclusion of any terms or conditions stipulated by or on behalf of the Buyer and no other person has any authority to accept any liability or to make any promise on the Company’s behalf.

2.3 The Buyer confirms to the Company that no written or oral representations made at any time by or on behalf of the Company other than as expressly incorporated in these Conditions have in any way whatsoever induced the Buyer to enter into this Contract.

3. Conditions and Warranties

3.1 The Buyer is relying upon its own knowledge skill and judgement in relation to the Goods and the Company shall therefore be under no liability whatsoever for any knowledge which it or its servants or agents may possess and communicate to the Buyer as to the purpose for which the Goods are supplied.

3.2 Where before delivery the Company gives to the Buyer an opportunity to inspect the Goods (and each opportunity is exercised by the buyer) then the Company shall not be liable for any loss or damage arising from defects that such inspection ought to have revealed.

3.3 The Company shall be under no liability whatsoever for any defect in failure to correspond with the description of or unsuitability for any purpose of the Goods or any part thereof and the Buyer hereby waives all conditions warranties or other terms whether express or implied statutory or otherwise inconsistent with the provisions of this class which are hereby expressly excluded.

3.4 If it should be held by a court of competent jurisdiction in relation to any particular contract to which these Conditions apply that clause 3.3 hereof is not effective then the Buyer shall not be entitled to reject the Goods and any damages recovered by the Buyer in respect of any breach of contract by the Company shall be limited to the reasonable cost of remedying the defect or other matter constituting the breach provided that the Company shall first be afforded the opportunity of itself carrying out such remedial work and the Company shall not under any circumstances be under any liability whatsoever for any other loss injury or damage suffered by reason of such breach.

3.5 Deviation in quantity of Goods delivered from that stated in this Contract shall not give rise to a right to reject on the part of the Buyer nor shall the Buyer have a right to claim for damage for breach of contract but the buyer shall only be obliged to pay at the contract rate for the quantity of Goods delivered.

3.6 Where these conditions apply and the Buyer deals as a consumer for the purposes of the Unfair Contract Terms Act 1977 this clause 3 will be in addition to the statutory rights of the Buyer within the meanings of that expression as defined in The Consumer Transaction (Restrictions on Statements) Order 1976 and will in no way affect such statutory rights.

4. Samples

4.1 Not withstanding that sample goods may be exhibited to and inspected by the Buyer such sample goods are so exhibited and inspected solely to enable the Buyer to judge for itself the quality of the bulk and not so as to constitute a sale by sample.

4.2 The Buyer shall take the Goods entirely at its own risk as to their corresponding with the said samples and subject to the normal variation between bulk and sample accepted by the trade.

5. Quotations

5.1 The company reserves the right to cancel or withdraw any quotation without notice at any time before acceptance. Quotations for printed envelopes are subject to sight of artwork.

5.2 Where camera ready artwork is not available an additional charge will be made for origination on colour separations and proofs charged extra.

5.3 A quotation issued by the Company does not constitute an offer to supply the Goods and any order supplied by the Buyer following a quotation issued by the Company shall not be binding on the Company unless and until accepted by the Company in writing.

6. Price

6.1 The price of the Goods includes one normal delivery and/or transport charges and insurance in transit but excludes Value Added Tax or any other tax duty or levy which shall be added to the amount set out in the Company’s relevant invoice and paid by the Buyer.

6.2 All prices quoted are those ruling at the date of the Company’s estimate and the Company shall be entitled to increase the price of the Goods to reflect any increase in the cost of raw materials rates of wages overhead costs any currency fluctuations affecting the cost of imported materials or any kind of increased costs incurred by it or made to take account of change in exchange rates or any other increased tariffs import charges or taxes.

6.3 Prices quoted only apply if the full quantity quoted is ordered.

7. Delivery Risk

7.1 Time for delivery is not the essence of this Contract.

7.2 Estimates as to time of delivery are made by the Buyer in good faith and every effort will be made to adhere to them but the Company shall not be under any liability whatsoever for the consequences of any delay.

7.3 Delivery to the Buyer is complete and effected when the Goods are available for unloading from transport to the Buyer’s premises or onto the Buyer’s vehicle.

8. Instalment Delivery Where Goods are to be delivered by instalments and the Buyer either fails to accept delivery when due or defaults in making payment when due then in either case the Company may cancel any or all subsequent deliveries and the Buyer shall compensate the Company in full for any loss or expense arising from each cancellation

9. Carriage of Goods

9.1 Delivery of the work shall be accepted when tendered.

9.2 Unless otherwise agreed in writing completion and delivery times are a guide only and, whilst the seller will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the buyer.

9.3 Unless otherwise agreed in writing, (in which case an extra charge may be made), delivery will be to kerbside at the buyers address and the Buyer will make arrangements for off-loading and for any additional transportation to its storage facility.

9.4 Subject to any agreement as per 9.3 above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle the Seller to make an additional charge to reflect its extra costs. 9.5 Should expedited delivery be agreed the Seller shall be entitled to make an extra charge to cover any overtime or any other additional costs.

10. Storage/call off facilities

10.1 Where storage call off facilities are required, Goods will be invoiced in total upon manufacture and the Company ‘s settlement terms net cash 30 days will apply. The Company reserves the right to make a monthly storage charge commencing two calendar months after the date of the original invoice calculated at 1.5% of the invoice price of the Goods in question for each month or part month of the month thereafter that the goods are not so delivered. The Buyer will also be charged for delivery if the total order is not called off at one time.

10.2 Without prejudice to clause 10.1, where the Buyer defaults on payment stocks held on behalf of the Buyer may be disposed of at the absolute discretion of the Company.The Company reserves the right to make a monthly storage charge of £20.00 per pallet or part thereof for any Goods held on behalf of the Buyer and not called off within the terms agreed with the Company in writing.

11. Passing of Property and Insurance

11.1 The Goods remain the Company’s property until the Buyer has paid for them in full. Until that time the Buyer shall hold the Goods as bailee, store them in such a way that they can be identified as the Company’s property and shall keep them separate from the Buyers own property and the property of any other person.

11.2 Although the Goods remain the Company’s property until paid for, they shall be at the Buyers risk from the time of invoicing and the Buyer shall insure them against loss or damage accordingly.

11.3 The Buyer’s right to possession of the Goods shall cease if:- 11.3.1 The Buyer has not paid for the Goods in full by the expiry of any credit period allowed by this Contract; or if 11.3.2 The Buyer is declared bankrupt or make any proposal to its creditors for a composition or other voluntary arrangement; or if 11.3.3 A receiver, liquidator or administrator is appointed in respect of the Buyer’s business.

11.4 On cessation of the Buyer’s right to possession of the Goods in accordance with this clause the Buyer shall at his own expense make the Goods available to the Company and allow the Company to re-possess them.

11.5 The Buyer hereby grants the Company, his agents and employees an irrevocable licence to enter any premises where the Goods are stored in order to re-possess them or inspect them at any time.

12. Payment and Credit Terms

12.1 Payment of the Goods is due 30 days after despatch or notification to the Buyer that despatch can be effected.

12.2 Where credit terms are agreed the Company may at its absolute discretion cancel the contract at any time after acceptance if in its opinion the Buyer’s credit rating is unsatisfactory or if the Buyer is excess of the Company’s published or agreed credit terms. The Company should be under no liability whatsoever arising out of any such cancellation.

12.3 Whilst any monies remain unpaid under this contract after the date for payment the Company reserves the right to commence or continue with any subsequent or prior order from the Buyerand the Company shall be under no liability whatsoever for any such refusal.

12.4 The Company shall be entitled to charge interest at an annual rate of 4 per cent above the base rate from time to time of National Westminster Bank Plc on all overdue accounts from the due date for payment until the actual date of payment.

12.5 The Company shall be entitled to bring an action in respect of the price of the Goods whether or not the property in the Goods has passed to the Buyer.

13. Liability

13.1 In the event of any loss damage or delay to any Goods delivered notice of the same shall be given to the Company in writing by the Buyer within 3 days of delivery (or in the case of the loss of any Goods at the time when the Goods should have been delivered) and the Buyer shall at the same time take all necessary steps to notify the carrier in writing of any such loss damage or delay and shall enter a note of the same upon the carrier’s receipt.

13.2 If by reason of the failure of the Buyer to give any such notice as required by clause 13.1 above the Company is precluded from making a recovery from the carrier in respect of the loss or damage or delay complained of then the Company shall not be liable for any claim by the Buyer in respect thereof and the Buyer shall be liable to pay for the Goods as though no such loss damage or delay had occurred.

13.3 The Company’s total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the contract price.

14. Force Majeure The Company shall be under no liability whatsoever for the late delivery of or failure to deliver the Goods to the extent that such failure results from any cause beyond the control of the Company including without limitation acts of God, fire, flood, embargoes, labour troubles, war, inability to obtain materials, equipment, transport or services of supply. Upon the happening of such an event the Company shall notify the Buyer thereof and shall be relieved from any liability arising from the non delivery of the Goods for so long as their delivery is prevented and the Buyer shall be liable to pay the Company any costs which the Company may have incurred directly or indirectly prior to the happening of such event and any repayments which may have been made to the Company under this Contract shall be applied towards satisfaction of such sums.

15. Acceptance The Goods shall be deemed to have been inspected and accepted by the Buyer as the Goods compromised in the Company’s acknowledgement of order three days after receipt.

16. Cancellation and Variation No cancellation of any order can be accepted without the prior consent of the Company in writing.

17. Insolvency If the Buyer shall default in or commit any breach of its obligations to the Company or if any distress of execution shall be levied upon the Buyer or if the Buyer shall become bankrupt or insolvent or shall compound with its creditors or proceedings are commenced for the liquidation of the Buyer (other than for a voluntary winding up for the purpose of re-organisation) or if a receiver or manager is appointed over the Buyer’s assets or any other them then the Company shall be entitled to cancel this and any other contract with the Buyer in whole or in part by written notice and such cancellation shall be without prejudice to any right or remedy accrued or accruing to the Company.

18. Arbitration If at any time any question , dispute or difference whatsoever shall arise between the Buyer and the Company upon, in relation to or in connection with this Contract either party may give rise to the other notice in writing of the existence of such a question, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon . The submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 1950 or any other statutory modification or re-enactment thereof.

19. Notices Any notice to be given by either the Buyer or the Company shall be sufficiently given if sent by first class recorded delivery post (air mail post for export orders) or facsimile transmission addressed to the place of business of the relevant party shown on the face hereof and shall be deemed to have been received (a) in the case of postage two days after it was posted and (b) in the case of facsimile transmission on the date of despatch.

20. Inspection In the event of a request for the Company’s technical staff to inspect any claim on site, a charge will be made should the complaint prove to be caused by circumstances beyond the Company’s control.

21. Governing Law This Contract is governed by and should be construed in accordance with English law and the parties hereto irrevocably submit to the non exclusive jurisdiction of the Courts of England.